SCHEDULE: Bluerock Acquisition Sponsor Discloses 24.6% Stake

Bluerock Acquisition Holdings, LLC and its controlling entities report beneficial ownership of 24.6% of Bluerock Acquisition Corp.'s Class A Ordinary Shares.

Summary

• Bluerock Acquisition Holdings, LLC (the "Sponsor") and its related entities, including BEH SPAC Holdings, LLC, Bluerock Enterprise Holdings, LP, Bluerock Holdings Manager, Inc., and Ramin Kamfar, collectively beneficially own 5,655,000 Class B Ordinary Shares of Bluerock Acquisition Corp.
• These Class B Ordinary Shares are convertible into Class A Ordinary Shares and represent 24.6% of the total outstanding Class A and Class B Ordinary Shares.
• The percentage of class is calculated based on 17,250,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares outstanding as of March 20, 2026.
• The reporting persons have sole voting and dispositive power over these 5,655,000 shares.
• The filing excludes 4,500,000 Class A Ordinary Shares potentially issuable upon the exercise of 4,500,000 private placement warrants, which are exercisable at $11.50 per share beginning 30 days after the initial business combination and expire five years thereafter.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting a significant and stable ownership stake by the sponsor group, which generally indicates strong alignment of interests and commitment to the company's future.

Positives

• Significant beneficial ownership by the Sponsor and its controlling persons (24.6%) indicates strong alignment of interests with the company's long-term success.
• The Class B Ordinary Shares held by the Sponsor have no expiration date, providing long-term stability to their ownership stake.

Negatives

• NA

Risks

• Concentrated ownership by the Sponsor and its affiliates could give them significant influence over corporate actions, potentially at the expense of other shareholders.
• The value of the Class B Ordinary Shares is tied to the successful completion of an initial business combination, which is inherent to SPACs and carries execution risk.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's future operations or financial performance, beyond the general terms of warrant exercisability tied to the completion of an initial business combination.

Industry Context

StockSavvy.ai notes that this Schedule 13G filing is a routine disclosure for a SPAC sponsor, detailing its initial ownership stake. Such filings are common in the SPAC lifecycle, establishing the foundational ownership structure before a de-SPAC transaction. The 24.6% stake is a substantial position for a sponsor, aligning with typical SPAC structures where founders retain significant equity.

Comparison to Industry Standards

• The beneficial ownership percentage of 24.6% for the sponsor group is within the typical range for SPAC founders, often ranging from 20% to 25% of the post-IPO outstanding shares, reflecting their 'promote' or founder shares.
• The structure of Class B Ordinary Shares converting to Class A Ordinary Shares is standard for SPACs, designed to incentivize the sponsor to complete a successful business combination.
• The terms of the private placement warrants, including an exercise price of $11.50 and exercisability 30 days post-business combination, are consistent with industry benchmarks for SPAC warrants, such as those issued by comparable SPACs like Gores Holdings or Churchill Capital Corp series.

Related Party Transactions

• The filing details a control chain where Ramin Kamfar controls Bluerock Holdings Manager, Inc., which is the general partner of Bluerock Enterprise Holdings, LP. Bluerock Enterprise Holdings, LP is the sole member of BEH SPAC Holdings, LLC, which is the managing member of Bluerock Acquisition Holdings, LLC (the Sponsor). The Sponsor directly holds the Class B Ordinary Shares, establishing a clear related-party ownership and control structure.

Stakeholder Impact

• Shareholders: The significant ownership by the sponsor group provides a degree of stability and alignment of interests, but also means the sponsor has substantial voting power.
• Management: Ramin Kamfar, as the ultimate controlling person, has significant influence over the company's strategic direction and management decisions.

Next Steps

• Completion of the Issuer's initial business combination, which will trigger the exercisability of private placement warrants.

Key Dates

Keywords

Bluerock Acquisition Corp, Schedule 13G, Beneficial Ownership, Class A Ordinary Shares, Class B Ordinary Shares, SPAC, Ramin Kamfar, Bluerock Acquisition Holdings, Private Placement Warrants, SEC Filing