Bluerock Homes Trust Inc-A美股招股说明书(2025-04-09版)

BLUEROCK HOMES TRUST,INC. 6.0% SeriesA Redeemable Preferred StockMaximum of 20,000,000 Shares(Liquidation Preference $25.00 per share of SeriesA Redeemable Preferred Stock (subject to adjustment)) Bluerock Homes Trust,Inc. is a Maryland corporation formed to assemble a portfolio of institutional residential properties including single-familyhomes, build-to-rent communities, and other residential communities, located in knowledge-economy and high quality of life growth markets of the Sunbeltand Western United States. Our principal business objective is to generate attractive risk-adjusted returns on investments where we believe we can drivegrowth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations. We are offering a maximum of 20,000,000 shares of our 6.0% SeriesA Redeemable Preferred Stock, par value $0.01 per share, referred to as ourSeriesA Redeemable Preferred Stock, at a public offering price of $25.00 per share. To the extent a participating broker-dealer reduces its sellingcommissions below 7.0%, the public offering price per share of SeriesA Redeemable Preferred Stock will be decreased by an amount equal to suchreduction. The SeriesA Redeemable Preferred Stock will rank senior to our common stock, with respect to payment of dividends and distribution ofamounts upon liquidation, dissolution or winding up. Holders of our SeriesA Redeemable Preferred Stock will generally have no voting rights, except anexclusive voting right on any amendment to our charter that would alter only the contract rights, as expressly set forth in our charter, of the SeriesARedeemable Preferred Stock. We are organized and conduct our operations in a manner that will allow us to maintain our qualification as a real estate investment trust for U.S.federal income tax purposes, or REIT, commencing with our taxable year ended December31, 2022. To assist us in maintaining our qualification as a REIT,among other purposes, our charter contains certain restrictions relating to the ownership and transfer of our capital stock. See “Description of Capital Stock— Restrictions on Ownership and Transfer” in this prospectus. Our Class A common stock is listed on the NYSE American under the symbol “BHM.” On April 8, 2025, the closing price of our Class A common stockas reported on the NYSE American was $10.48 per share. There is currently no public trading market for the Series A Redeemable Preferred Stock, and wedo not expect a market to develop. We do not intend to apply for a listing of the Series A Redeemable Preferred Stock on any national securities exchange. The SeriesA Redeemable Preferred Stock has not been rated and is subject to the risks associated with non-rated securities. You shouldcarefully read and consider “Risk Factors” beginning on page20 of this prospectus for a discussion of the risks that should be considered inconnection with your investment in our SeriesA Redeemable Preferred Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. (1)Assumes that all shares of SeriesA Redeemable Preferred Stock offered in the primary offering are sold.(2)Initial gross proceeds. (3)Selling commissions and the placement fee will equal up to 7.0% and 3.0% of aggregate gross proceeds, respectively, in the offering. Each is payable toour dealer manager. We or our affiliates also may provide permissible forms of non-cash compensation to registered representatives of our dealermanager and to broker-dealers that are members of the Financial Industry Regulatory Authority (“FINRA”) and authorized by our dealer manager tosell shares of our SeriesA Redeemable Preferred Stock, which we refer to as participating broker-dealers. The value of such items will be consideredunderwriting compensation in connection with this offering, and the corresponding payments of the placement fee will be reduced by the aggregatevalue of such items. The combined selling commissions, placement fee and such non-cash compensation for the offering will not exceed 10.0% of theaggregate gross proceeds of this offering, which is referred to as FINRA’s 10.0% cap. Our dealer manager will repay to us any excess payments madeto our dealer manager over FINRA’s 10.0% cap if this offering is abruptly terminated before reaching the maximum amount of offering proceeds for theoffering.(4)Our dealer manager may reallow all or a portion of its selling commissions attributable to a participating broker-dealer. In addition, our dealer manageralso may reallow a portion of the placement fee earned on the proceeds raised by a participating broker-dealer, to such participating broker-dealer as anon-accountable marketing or due diligence allowance. The amount of the reallowance to any participati