Monitor for the effective date of the registration statement and the pricing of the IPO. Track any amendments to the S-1 for changes in offering terms or sponsor arrangements. The key catalyst will be the announcement of a business combination target within the 21-month window.
Executive Summary
Bluerock Acquisition Corp. II, a SPAC sponsored by an affiliate of Bluerock, filed Amendment No. 2 to its S-1 registration statement for a $150M IPO of 15M units at $10/unit, each consisting of one Class A ordinary share and one-half warrant. The filing updates the prospectus with current financials, dilution tables, and details on the sponsor's founder shares, private placement warrants, and a potential $50M PIPE commitment from JBAAM. The SPAC has 21 months from closing to complete a business combination, with no target identified yet.
Key Financial Metrics
Key Facts
- Offering 15,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half redeemable warrant.
- Gross proceeds of $150,000,000 from the unit offering, plus $5,250,000 from private placement warrants sold to sponsor and BTIG.
- $150,750,000 of total proceeds will be deposited into a trust account ($10.05 per unit).
- Sponsor Bluerock Acquisition Holdings II, LLC holds 5,965,811 founder shares purchased for $25,000 (~$0.004 per share), representing 26% of post-IPO shares.
- JBA Asset Management LLC intends to invest up to $50,000,000 in a PIPE transaction at the time of a business combination, subject to investment committee approval.
- The SPAC has 21 months from the closing of this offering to complete a business combination, extendable by shareholder vote up to 36 months.
- No specific business combination target has been identified and no substantive discussions have occurred.
- The company had $133,143 cash and $438,382 deferred offering costs as of June 30, 2026, with no operating revenues.
- Underwriter BTIG will receive $0.55 per unit in underwriting commissions ($0.20 cash + $0.35 deferred).
- Founder shares are subject to a 180-day lock-up after a business combination; private placement warrants are locked up for 30 days.
Financial Impact
IPO gross proceeds of $150M from units + $5.25M from private placement warrants = $155.25M total; $150.75M deposited in trust; ~$850K available outside trust for working capital.
Risk Factors
- No target identified; risk of liquidation if no business combination completed within 21 months.
- Significant dilution to public shareholders from founder shares purchased at ~$0.004 vs. $10.00 IPO price.
- Potential PIPE investment from JBAAM is non-binding and subject to investment committee approval.
- Sponsor and management have conflicts of interest due to their financial interest in completing a deal within the deadline.
- If deemed an investment company under the Investment Company Act, could face burdensome compliance requirements.
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001104659-26-109546 |
| Document: tmb-20260922xex3d5.htm | 0001104659-26-109546 |
| Document: tmb-20260922xex1d1.htm | 0001104659-26-109546 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 1, 2026 25d ago | SC 13G | — | awaiting T+20 | — | — |
Sep 25, 2026 4w ago | 424B4 | — | awaiting T+20 | — | — |
Sep 25, 2026 4w ago | EFFECT | — | awaiting T+20 | — | — |
Sep 24, 2026 4w ago | 3 | — | awaiting T+20 | — | — |
Sep 24, 2026 4w ago | 3 | — | awaiting T+20 | — | — |
Sep 24, 2026 4w ago | 3 | — | awaiting T+20 | — | — |
Sep 24, 2026 4w ago | 3 | — | awaiting T+20 | — | — |
Sep 22, 2026 4w ago | S-1/A | — | awaiting T+20 | — | — |
US Market Status
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