Bluerock Homes Trust Inc-A美股招股说明书(2025-03-20版)

BLUEROCK HOMES TRUST, INC. This prospectus supplement (the “Prospectus Supplement”) updates, amends, and supplements the prospectus dated April 1, 2024(as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-11(Registration No. 333-269415). Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have themeanings specified in the Prospectus. This Prospectus Supplement is being filed to update, amend, and supplement the information in the Prospectus with theinformation contained in (a) (i) our Current Report on Form 8-K/A filed with the Securities and Exchange Commission (“SEC”) onJanuary 16, 2025 and (ii) our Current Report on Form 8-K/A filed with the SEC on February 18, 2025 (collectively, the “Form 8-K/AFilings”), and (b) our Annual Report on Form 10-K filed with the SEC on March 20, 2025 (the “Form 10-K Filing”). Accordingly, wehave attached the Form 8-K/A Filings and the Form 10-K Filing to this Prospectus Supplement. You should read this Prospectus Supplement in conjunction with the Prospectus, including any amendments and supplementsthereto. This Prospectus Supplement is qualified by reference to the Prospectus, except to the extent that the information contained inthis Prospectus Supplement supersedes the information contained in the Prospectus. This Prospectus Supplement is not completewithout, and may not be utilized except in connection with, the Prospectus. Investing in our securities involves significant risks. See the “Risk Factors” sections of the Prospectus and in Item 1A of ourAnnual Report on Form 10-K filed on March 20, 2025 for a discussion of the risks that should be considered in connection with aninvestment in our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of the Prospectus or this Prospectus Supplement. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is March 20, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K/A CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):October 31, 2024 BLUEROCK HOMES TRUST, INC.(Exact name of registrant as specified in its charter) 919 Third Avenue, 40th FloorNew York, NY 10022(Address of principal executive offices) (212) 843-1601(Registrant’s telephone number, including area code) None(Former name or former address, if changed since last report) Securities registered pursuant to Section12(b)of the Exchange Act: Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrantunder any of the following provisions: ¨Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425)¨Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)¨Pre-commencement communications pursuant to Rule14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))¨Pre-commencement communications pursuant to Rule13e-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 Companyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.¨ EXPLANATORY NOTE On November 6, 2024, Bluerock Homes Trust, Inc. (the “Company”) filed, with the U.S. Securities and Exchange Commission(the “SEC”), a Current Report on Form 8-K dated October 31, 2024 (the “Form 8-K”) in conjunction with the acquisition of anapartment complex known as Amira at Westly, located in Tampa, Florida. This Current Report on Form 8-K/A (the “Form 8-K/A”) amends Item 9.01 of the Form 8-K to present certain financialstatements of Amira at Westly, including the consolidated financial statements of Amira JV LP and Subsidiary (“Amira JV”) as of andfor the year ended December 31, 2023. At the time of acquisition by the Company, Amira JV held the Amira at Westly property as itssole asset through a wholly-owned subsidiary. This Form 8-K/A should be read in conjunction with the Form 8-K. ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS (a)Consolidated Financial Statements Amira JV LP and Subsidiary Independent Auditor’s Report Consolidated Balance Sheet as of December 31, 2023 Consolidated Statement of Operations for the year ended December 31, 2023 Consolidated Statement of Changes in Partners’ Equity for the year ended December 31, 2023 Consolidated Statement of Cash Flows for the year ended December