Form 8-K
8-K — Bluerock Acquisition Corp. II
Accession: 0001104659-26-113308
Filed: 2026-10-02
Period: 2026-09-28
CIK: 0002098410
SIC: 6770 (BLANK CHECKS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2626696d1_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2626696d1_ex99-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 28, 2026
BLUEROCK ACQUISITION
CORP. II
(Exact name of registrant as specified in its charter)
Cayman Islands
001-43485
N/A
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
919 Third Avenue
New York, New York 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 843-1601
Not
Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on
which registered
Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant
BRRKU
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
BRRK
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
BRRKW
The Nasdaq Stock Market LLC
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No.
Description
99.1
Balance
Sheet as of September 28, 2026.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
2
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BLUEROCK ACQUISITION CORP. II
By:
/s/ Harrison Seideman
Name:
Harison Seideman
Title:
Chief Operating Officer
Dated: October 2, 2026
3
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2626696d1_ex99-1.htm · Sequence: 2
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 based on our audit. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since
2025.
New York, New York
October 2, 2026
F-2
BLUEROCK ACQUISITION CORP. II
BALANCE SHEET
SEPTEMBER 28, 2026
Assets
Current Assets
Cash
$ 1,119,329
Prepaid expenses
91,239
Prepaid insurance
64,050
Total Current Assets
1,274,618
Long-term prepaid insurance
63,338
Cash held in Trust Account
173,362,500
Total Assets
$ 174,700,456
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Accrued expenses
$ 3,750
Accrued offering costs
725,000
Total Current Liabilities
728,750
Deferred legal fees
90,000
Deferred underwriting fees
6,037,500
Total Liabilities
6,856,250
Commitments (Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value, 17,250,000 shares at redemption value of $10.05 per share
173,362,500
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 17,250,000 shares subject to possible redemption)
—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,060,811 shares issued and outstanding
606
Additional paid-in capital
—
Accumulated deficit
(5,518,9000 )
Total Shareholders’ Deficit
(5,518,294 )
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
$ 174,700,456
The accompanying notes are an integral part
of the financial statement.
F-3
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS
Bluerock Acquisition Corp.
II (the “Company”) (formerly Bluerock Crunch Investment Corp., Crunch AI Investment Corp. and Crunch Acquisition Corp.) is
a blank check company incorporated in the Cayman Islands on October 16, 2025. The Company was formed for the purpose of entering
into a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for
purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is
subject to all of the risks associated with early stage and emerging growth companies. The Company may pursue an initial Business Combination
in any business or industry.
As of September 28,
2026, the Company had not commenced any operations. All activity for the period from October 16, 2025 (inception) through September 28,
2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering”). The Company will
not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31
as its fiscal year end.
The registration statement
for the Company’s Initial Public Offering became effective on September 24, 2026. On September 28, 2026, the Company consummated
the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included
in the Units offered, the “Public Shares”), which includes the full exercise by the Underwriter (as defined below) of its
over-allotment option of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000.
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,812,500 warrants (the “Private Placement Warrants”),
at a price of $1.00 per Private Placement Warrant, or $5,812,500 in the aggregate, in a private placement to Bluerock Acquisition Holdings II,
LLC (the “Sponsor”) and BTIG, LLC (the “Underwriter”). Of those 5,812,500 Private Placement Warrants, the Sponsor
purchased 3,862,500 Private Placement Warrants and the Underwriter purchased 1,950,000 Private Placement Warrants.
Transaction costs amounted
to $10,324,257, consisting of $3,450,000 of cash underwriting fee, $6,037,500 of deferred underwriting fee, $300,000 of capital market
advisory fee, and $798,952 of other offering costs.
F-4
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS (continued)
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private
Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete
a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value
of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes paid or payable on the interest earned
on the Trust Account) on the date of the execution of a definitive agreement into an initial Business Combination. The Company will only
complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the
target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Following the closing of
the Initial Public Offering, on September 28, 2026, an amount of $173,362,500 ($10.05 per Unit) from the net proceeds of the sale
of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was held in a trust account (“Trust
Account”), located in the United States and invested only in U.S. government treasury obligations with a maturity of 185 days
or less, 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), until the earlier
of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described
below.
The Company will provide
its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of
their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve
the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will
seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and
will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the
Company to seek shareholder approval under applicable law or stock exchange listing requirements. The public shareholders will be entitled
to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.05
per Public Share, plus any pro rata interest earned on the funds held in the Trust Account (which interest shall be net of taxes
paid or payable and up to $100,000 of interest to pay liquidation expenses). There will be no redemption rights upon the completion of
a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption
value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from
Equity.
The Company will proceed
with a Business Combination only if the majority of the shares voted are voted in favor of the Business Combination. If a shareholder
vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will,
pursuant to its fourth amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles
of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder
approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons,
the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to
the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to
vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of
approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether
they vote for or against the proposed transaction or abstain from voting.
F-5
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS (continued)
Notwithstanding the above, if the Company seeks
shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended
and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect
to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed to
waive redemption rights with respect to any Founder Shares (as defined in Note 5) held and any Public Shares they may acquire during or
after the Initial Public Offering in connection with the completion of a Business Combination, except that Public Shares held by the initial
shareholders will be subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension, and such
shares will be entitled to redemption at a price equal to the per share redemption value then held in the Trust Account in connection
therewith.
The Company will have until
21 months from the closing of the Initial Public Offering to complete a Business Combination. However, if the Company anticipates
that it may not be able to consummate a Business Combination within 21 months from the closing of the Initial Public Offering, the
Company may, but is not obligated to, by resolution of the board if requested by the initial shareholders, extend the period of time to
consummate a Business Combination the Company may seek shareholder approval to amend the amended and restated memorandum and articles
of association to extend the date by which the Company must consummate the initial Business Combination. If the Company seeks shareholder
approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares, regardless of whether they
abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of taxes paid or payable),
divided by the number of issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law. For the
avoidance of doubt, the time to complete a Business Combination shall not be extended beyond 21 months without a shareholder vote.
The Underwriter has agreed to waive its rights to its deferred underwriting commission held in the Trust Account in the event the Company
does not complete a Business Combination within (i) the period ending on the date that is 21 months from the closing of the Initial
Public Offering, or such earlier liquidation date as its board of directors may approve, in which it must complete an initial Business
Combination or (ii) such other time period in which the Company must complete an initial Business Combination pursuant to an amendment
to its amended and restated memorandum and articles of association (the “Completion Window”) and, in such event, such amounts
will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
F-6
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS (continued)
In order to protect the amounts
held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party
for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written
letter of intent, confidentiality or other similar agreement or Business Combination agreement (except for the Company’s independent
registered public accounting firm), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public
Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.05 per Public Share due to reductions in the value of the trust assets, less permitted withdrawals and up to $100,000
of interest to pay liquidation expenses, provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the indemnity of the Underwriter of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Liquidity and Capital Resources
The Company’s liquidity
needs up to September 28, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000
(see Note 5). As of September 28, 2026, the Company had $1,119,329 of cash and had a working capital of $545,868.
In order to finance transaction
costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial
Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment
of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination,
but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants,
at a price of $1.00 per Warrant at the option of the lender, upon consummation of the initial Business Combination. The warrants would
be identical to the Private Placement Warrants. The terms of such loans by the Company’s officers and directors, if any, have not
been determined and no written agreements exist with respect to such loans. There are no such outstanding related party loans as of September 28,
2026.
In connection with the Company’s
assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements - Going Concern, management continues to evaluate the Company’s liquidity and financial condition to ensure it can meet the expenditures required
for operating its business. While funds held outside of the Trust Account are available for operating its business, additional capital
may be required to fund expenses associated with identifying a target business, undertaking in-depth due diligence and negotiating a Business
Combination. To ensure the Company has adequate funding to maintain operations for at least one year from the date of issuance of the
financial statement, the Sponsor has issued a Sponsor Commitment Letter pursuant to which the Sponsor or its affiliates has committed
to satisfy, on a timely basis, all liabilities and obligations of the Company if the Company is unable to satisfy them when due. With
the support of this commitment, management believes that the Company will have sufficient funds to satisfy its operational needs through
the Completion Window to complete the initial Business Combination.
F-7
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial
statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
F-8
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of the financial
statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts
of assets and liabilities.
Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,119,329
in cash and no cash equivalents as of September 28, 2026.
Cash Held in Trust Account
As of September 28,
2026, the assets held in the Trust Account, amounting to $173,362,500, were held in cash.
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could
have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs Associated with the Initial
Public Offering
The Company complies with
the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Offering costs consist principally
of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, Debt with Conversion and Other
Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies
this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, prorate,
allocating the Initial Public Offering proceeds to the assigned value of the warrants and to the Class A ordinary shares. Offering
costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public and Private
Placement Warrants were charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation
were accounted for under equity treatment.
Income Taxes
The Company follows the
asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be
realized.
F-9
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
FASB ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major
tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As
of September 28, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is
currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.
The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for
the period presented.
Class A Ordinary Shares Subject to Possible
Redemption
The Public Shares contain
a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there
is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC
Topic 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions
are not solely within the control of the Company. The Company will recognize changes in redemption value immediately as they occur and
will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. The change in the
carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated
deficit. Accordingly, as of September 28, 2026, Class A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of September 28,
2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
Gross proceeds
$ 172,500,000
Less:
Proceeds allocated to Public Warrants
(2,501,353 )
Class A ordinary shares issuance cost
(10,101,989 )
Plus:
Remeasurement of carrying value to redemption value
13,465,842
Class A ordinary shares subject to possible redemption, September 28, 2026
$ 173,362,500
F-10
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement, approximates the
carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Warrants
The Company accounts for
warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms
and applicable authoritative guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”),
and FASB ASC Topic 815 (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant
to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification
under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as
of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants
that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations.
The warrants are not precluded
from equity classification and were accounted for as such on the date of issuance and each balance sheet date thereafter. There are 8,625,000
Public Warrants and 5,812,500 Private Placement Warrants currently outstanding as of September 28, 2026.
Share-Based Payment Arrangements
The Company accounts for
share awards in accordance with FASB ASC 718, “Compensation — Stock Compensation,” which requires that all equity awards
be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the
share.
Costs equal to these fair
values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period
of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting
a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative
adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously
recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
Recent Accounting Standards
Management does not believe
that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statement.
F-11
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public
Offering on September 28, 2026, the Company sold 17,250,000 Units, which includes the full exercise by the Underwriter of its
over-allotment option of 2,250,000, at a purchase price of $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consists
of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles
the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
Warrants —
There are 8,625,000 Public Warrants and 5,812,500 Private Placement Warrants currently outstanding as of September 28, 2026. Each
whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant
to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. No
fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants
will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.
The Company has agreed that
as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company
will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus
forms a part or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares
issuable upon exercise of the warrants and thereafter will use the Company’s commercially reasonable efforts to cause the same to
become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the
Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions
of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants
is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrant holders may, until such
time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption.
Once the warrants become
exercisable, the Company may call the warrants for redemption for cash:
· in whole and not in part;
· at a price of $0.01 per warrant;
· upon a minimum of 30 days’ prior written notice of
redemption;
· if, and only if, the closing price of the Class A ordinary
shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described under the heading “Warrants”) for any 20 trading days within a 30-trading day period commencing
at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the
Company sends the notice of redemption to the warrant holders.
F-12
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 3. INITIAL PUBLIC OFFERING (continued)
If and when the warrants
become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or
qualify the underlying securities for sale under all applicable state securities laws.
In addition, if (x) the
Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the
closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares
(with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case
of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares or Private Placement
Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net
of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day
period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%
of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the
nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing
of the Initial Public Offering on September 28, 2026, the Sponsor and Underwriter purchased an aggregate of 5,812,500 Private Placement
Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,812,500. Of those 5,812,500 Private Placement
Warrants, the Sponsor purchased 3,862,500 Private Placement Warrants and the Underwriter purchased 1,950,000 Private Placement Warrants.
If the Company does not complete a Business Combination, the proceeds from the sale of the Private Placement Warrants held in the Trust
Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement
Warrants will expire worthless.
The Private Placement Warrants
(including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable
or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and
provisions that are identical to those of the Public Warrants sold as part of the Units in the Initial Public Offering, except that
the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary
shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on
a cashless basis, (iv) will be entitled to registration rights and (v) with respect to Private Placement Warrants held by the
Underwriter and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering
in accordance with FINRA Rule 5110(g)(8).
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On October 21,
2025, the Sponsor was issued 7,666,667 Class B ordinary shares (the “Founder Shares”) for an aggregate price of
$25,000, or approximately $0.003 per share, paid to cover certain expenses on behalf of the Company. On January 16, 2026, the
Sponsor transferred an aggregate of 95,000 Founder Shares to the Company’s independent director nominees, resulting in the
Sponsor holding 7,571,667 Founder Shares. On February 13, 2026, the Sponsor surrendered 1,916,667 Founder Shares to the Company
for no consideration, resulting in the Sponsor holding 5,655,000 Founder Shares. On September 20, 2026, the Company
effected a share capitalization of 310,811 Founder Shares, resulting in the Sponsor holding 6,060,811 Founder Shares. Following, and
as a result of, the forfeiture of Founder Shares and share capitalization, the initial shareholders are deemed to have purchased the
Founder Shares for $0.004 per share. The Founder Shares included an aggregate of up to 790,541 Class B ordinary shares that
were subject to forfeiture by the Sponsor to the extent that the Underwriter’s over-allotment option was not exercised in full
or in part, so that the initial shareholders would own, on an as-converted basis, 26% of the Company’s issued and outstanding
shares after the Initial Public Offering. On September 28, 2026, the Underwriter exercised its over-allotment option in full as
part of the closing of the Initial Public Offering. As a result, the 790,541 Founder Shares are no longer subject to forfeiture by
the Sponsor.
F-13
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 5. RELATED PARTY TRANSACTIONS (continued)
On January 16, 2026,
the Sponsor assigned and transferred an aggregate of 95,000 Founder Shares to three independent directors of the Company in exchange for
their services as independent directors through the Company’s initial Business Combination. The Founder Shares will remain with
the Sponsor if the holders of the Founder Shares are no longer serving the Company prior to the initial Business Combination. The transfer
of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”
(“ASC 718”). Under FASB ASC 718, stock-based compensation associated with equity classified awards is measured at fair value
upon the grant date. The total fair value of the 95,000 Founder Shares on January 16, 2026 was $242,820 or $2.556 per share. The
Company established the initial fair value of the Founder Shares on January 16, 2026, the date of the grant agreement, using a calculation
prepared by a third party valuation team which takes into consideration the underlying share price of $9.89, risk-free rate of 3.55%,
and implied market adjustment of 26.3%. The Founder Shares were assigned subject to a performance condition (i.e., providing services
through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable
(i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times
the assignment date fair value per share (unless subsequently modified) less the amount initially received for the Founder Shares. As
of September 28, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation
expense has been recognized.
The Founder Shares are designated
as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the Units
being sold in the Initial Public Offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except
that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder
Shares are entitled to registration rights, (iii) the Company’s Sponsor, officers and directors have entered into a letter
agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder
Shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (B) waive their
redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment
to the Company’s amended and restated memorandum and articles of association (1) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100%
of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window
or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the
Company fails to complete the Company’s initial Business Combination within the Completion Window, although they will be
entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete
the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote
any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market
and privately negotiated transactions) in favor of the initial Business Combination, (iv) the Founder Shares are automatically convertible
into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Company’s
initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment as
described herein and in the amended and restated memorandum and articles of association, and (v) prior to the closing of the Company’s
initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of
directors or continuing in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional
documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction
outside the Cayman Islands).
F-14
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 5. RELATED PARTY TRANSACTIONS (continued)
The Founder Shares will automatically
convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial
Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share
subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess
of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination,
the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority
of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so
that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
26% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public
Offering (including any Class A ordinary shares issued pursuant to the Underwriter’s over-allotment option and excluding the
Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor and the Underwriter), plus (ii) all
Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company’s initial Business
Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination
and any private placement-equivalent warrants issued to the Company’s Sponsor or any of its affiliates or to the Company’s
officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public
shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a
less than one-for-one basis.
With certain limited exceptions,
the Founder Shares are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons
or entities affiliated with the Company’s Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
of (A) 180 days after the completion of the Company’s initial Business Combination or earlier if, subsequent to the Company’s
initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for
share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing after the Company’s initial Business Combination, and (B) the date following the completion of the Company’s
initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results
in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other
property.
F-15
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 5. RELATED PARTY TRANSACTIONS (continued)
Promissory Note — Related
Party
On October 16, 2025,
the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant
to a promissory note (the “Promissory Note”). This loan was non-interest bearing and payable on the earlier of December 31,
2026 (as amended) or the date on which the Company consummates the Initial Public Offering of its securities. As of September 28,
2026, the Company had borrowed $300,000 under the Promissory Note which was fully settled simultaneously with the closing of the Initial
Public Offering. Borrowings against the Promissory Note is no longer available.
Administrative Services Agreements
The Sponsor agreed, commencing
on September 24, 2026, the date the securities of the Company are first listed on Nasdaq, through the earlier of the Company’s
consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services,
including office space, as the Company may require from time to time. The Company has agreed to pay to the Sponsor up to $15,000 per month
for these services for a maximum of twelve months. Upon completion of the initial Business Combination or liquidation, the Company
will cease paying these monthly fees. As of September 28, 2026, the Company incurred and accrued $2,500 in administrative services
fees which were included in accrued expenses in the accompanying balance sheet.
In addition, pursuant to
such agreement, the Company agreed that it will indemnify the Sponsor from any claims (i) arising out of or relating to the Initial
Public Offering or the Company’s operations or conduct of the Company’s business, (ii) in respect of any investment opportunities
sourced by the Sponsor and its affiliates, and/or (iii) any claim against the Sponsor alleging any expressed or implied management
or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the
Company or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in the Trust
Account.
In addition, the Company
agreed to pay JBAAM up to $7,500 per month for twelve months for administrative services for up to twelve months. Upon completion of the
initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of September 28, 2026, the Company
incurred and accrued $1,250 in administrative services fees which were included in accrued expenses in the accompanying balance sheet.
Related Party Loans
In order to finance transaction
costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial
Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment
of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination,
but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Warrants,
at a price of $1.00 per Warrant at the option of the lender, upon consummation of the initial Business Combination. The Warrants would
be identical to the Private Placement Warrants. The terms of such loans by the Company’s officers and directors, if any, have not
been determined and no written agreements exist with respect to such loans. There are no such outstanding related party loans as of September 28,
2026.
F-16
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 5. RELATED PARTY TRANSACTIONS (continued)
Capital Market Advisor
Bluerock Capital Markets,
LLC (“Bluerock Capital Markets”), an affiliate of the Company, acted as capital markets advisor in connection with the Initial
Public Offering. The Company engaged Bluerock Capital Markets to represent the Company’s interests only and is independent of the
Underwriter. Bluerock Capital Markets is not acting as an underwriter in connection with the Initial Public Offering; it will not identify
or solicit potential investors in the Initial Public Offering or otherwise be involved in the distribution of the Initial Public Offering.
Accordingly, Bluerock Capital Markets is neither purchasing Units in the Initial Public Offering nor offering Units to the public in connection
with the Initial Public Offering, and is not otherwise participating in the offering as defined under FINRA Rule 5110. The $300,000
payable to Bluerock Capital Markets at the closing of the Initial Public Offering is included in accrued offering costs on the accompanying
balance sheet as of September 28, 2026. Subsequently, on October 1, 2026, the Company paid $300,000 to Bluerock Capital Markets.
NOTE 6. COMMITMENTS
Risks and Uncertainties
The United States and global
markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict
and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)
deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries
have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal
of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries,
including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel,
increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting
measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel
and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and
global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions,
including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased
cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets
and lead to instability and lack of liquidity in capital markets.
Furthermore, changes to
policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact,
among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the
U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented
on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff
on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports
from China. More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10 percent baseline
tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective
on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50 percent, took effect on April 9.
On the same day, President Trump announced a 90-day ‘pause’ on reciprocal tariffs for all but China, which continues to face
tariffs as high as 145%. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China,
but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented
retaliatory tariffs on U.S. goods.
F-17
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 6. COMMITMENTS (continued)
Any of the above mentioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, and tariff on imports from foreign countries
could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may
ultimately consummate an initial Business Combination.
Registration Rights Agreement
The holders of the (i) Founder
Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants
which were issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary
shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working
capital loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them
and any other securities of the company acquired by them prior to the consummation of the Company’s initial Business Combination
pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders
have certain piggyback registration rights with respect to registration statements filed subsequent to the Company’s completion
of the Company’s initial Business Combination. Notwithstanding anything to the contrary, the Underwriter may only make a demand
on one occasion and only during the five-year period beginning on the effective date of the registration statement for the Initial Public
Offering. In addition, the Underwriter may participate in a “piggy-back” registration only during the seven-year period beginning
on the effective date of the registration statement for the Initial Public Offering. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
Pursuant to the underwriting
agreement dated September 24, 2026, the Sponsor and the executive officers and directors have agreed that, for a period of 180 days
from the date of the Initial Public Offering, will not, without the prior written consent of the representatives, offer, sell, contract
to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other
securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, Founder Shares or warrants, subject
to certain exceptions. The representatives in their discretion may release any of the securities subject to these lock-up agreements at
any time without notice, other than in the case of the officers and directors, which shall be with notice. The Sponsor, officers and directors
are also subject to separate transfer restrictions on their Founder Shares and Private Placement Warrants pursuant to the letter agreement
described herein.
F-18
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 6. COMMITMENTS (continued)
The Company granted the Underwriter
a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if
any, at the Initial Public Offering price less the underwriting discounts and commissions. On September 28, 2026, simultaneously
with the closing of the Initial Public Offering, the Underwriter elected to fully exercise its over-allotment option to purchase an additional
2,250,000 Units at a price of $10.00 per Unit.
The Underwriter was paid
a cash underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, upon the closing of the Initial Public Offering and simultaneously,
the underwriters reimbursed the Company $300,000 for the capital markets advisory fee.
In addition, the Underwriter
is entitled to a deferred fee of $0.35 per Unit, or $6,037,500 in the aggregate, payable to the Underwriter as deferred underwriting commissions
placed in a Trust Account located in the United States and released to the Underwriter only upon the consummation of an initial Business
Combination. The deferred underwriting commissions on Units sold in the Initial Public Offering will be payable to the Underwriter
upon the closing of the initial Business Combination as follows: (i) $0.175 per Unit will be paid in cash, (ii) $0.125 per Unit
will be paid in cash, based on the percentage of Public Shares that have not been redeemed or subject to forward purchase agreements
or other arrangements whereby the Company has a contractual obligation to repurchase such shares after the closing of the initial Business
Combination, and (iii) $0.05 per Unit shall be paid in cash (the “Allocable Amount”), provided that, the Company has
the right, in its sole discretion, to allocate any portion of the Allocable Amount to third parties not participating in the Initial Public
Offering (but who are members of FINRA) that assist in consummating the initial Business Combination.
Deferred Legal Fees
As of September 28,
2026, the Company had a total deferred legal fee of $90,000, all of which was related to the Initial Public Offering to be paid to the
Company’s legal advisors upon consummation of the Business Combination.
NOTE 7. SHAREHOLDERS’
DEFICIT
Preference shares — The
Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 28, 2026,
there were no preference shares issued or outstanding.
Class A ordinary
shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001
per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 28,
2026, there were no Class A ordinary shares issued and outstanding.
Class B ordinary
shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001
per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of September 28,
2026, there were 6,060,811 Class B ordinary shares outstanding. Of the 6,060,811 Class B ordinary shares outstanding, up to
790,541 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the Underwriter’s
over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own 26% of the Company’s
issued and outstanding ordinary shares after the Initial Public Offering. On September 28, 2026, the Underwriter exercised its over-allotment
option in full as part of the closing of the Initial Public Offering. As a result, the 790,541 Founder Shares are no longer subject to
forfeiture by the Sponsor.
F-19
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 7. SHAREHOLDERS’
DEFICIT (continued)
Ordinary shareholders of
record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders
of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted
to a vote of the Company’s shareholders except as required by law. Prior to the closing of the initial Business Combination, only
holders of Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the
completion of the initial Business Combination and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside
the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents,
in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters
submitted to a vote of shareholders prior to or in connection with the completion of the initial Business Combination, holders of the
Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required
by law.
The Founder Shares will automatically
convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business
Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless
otherwise provided in the Business Combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary
shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A
ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately 26%
of the sum of (i) the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering (including
any Class A ordinary shares issued pursuant to the Underwriter’s over-allotment option and excluding the Class A ordinary
shares underlying the Private Placement Warrants issued to the Sponsor and the Underwriter), plus (ii) all Class A ordinary
shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares
or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent
warrants issued to the Sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital
loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders prior to or in connection with an initial
Business Combination.
NOTE 8. FAIR VALUE MEASUREMENTS
Fair value is defined as
the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
●
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
●
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
F-20
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 8. FAIR VALUE MEASUREMENTS (continued)
●
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The fair value of the Public
Warrants is $2,501,353 or $0.29 per Public Warrant. The fair value of Public Warrants was determined using Black-Scholes option pricing
model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.
The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:
September 28,
2026
Underlying stock price
$ 9.84
Exercise price
$ 11.50
Volatility
5.00 %
Risk-free rate
5.01 %
Warrant term (years)
6.74
Implied market adjustment
17.70 %
NOTE 9. SEGMENT INFORMATION
FASB ASC Topic 280, “Segment
Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,
services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business
activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is
regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate
resources and assess performance.
The Company’s CODM
has been identified as the Chief Executive Officer, who reviews the assets, operating results and financial metrics for the Company as
a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that
the Company only has one reportable segment.
The CODM assesses performance
for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total
assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several
key metrics, which include the following:
September 28,
2026
Cash
$ 1,119,329
Cash held in Trust Account
$ 173,362,500
F-21
BLUEROCK ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 28, 2026
NOTE 9. SEGMENT INFORMATION
(continued)
The CODM reviews the position
of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details
of cash and liquid resources available with the Company. The CODM will review the interest that will be earned and accrued on cash held
in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account
funds while maintaining compliance with the trust agreement.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated
subsequent events and transactions that occurred after the balance sheet date up to the date that the audited financial statement
was issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would
have required adjustment or disclosure in the financial statement.
On October 1, 2026, the Company paid $300,000 to Bluerock Capital Markets for capital markets advisory services.
F-22
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