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Bluerock Acquisition Corp-A 2026年季度报告

2026-01-26 美股财报 「若久」
报告封面

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2025 Commission file number: 001-43007 BLUEROCK ACQUISITION CORP.(Exact Name of Registrant as Specified in Its Charter) (Issuer’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of January 26, 2026, there were 17,250,000 Class A ordinary shares, par value $0.0001 par share, issued and outstanding, and5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding. BLUEROCK ACQUISITION CORP.FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim Financial Statements1Condensed Balance Sheet as of September 30, 2025 (Unaudited)1Condensed Statement of Operations for the Period from July 11, 2025 (Inception) Through September 30, 2025(Unaudited)2Condensed Statement of Changes in Shareholder’s Deficit for the Period from July 11, 2025 (Inception) ThroughSeptember 30, 2025 (Unaudited)3Condensed Statement of Cash Flows for the Period from July 11, 2025 (Inception) Through September 30, 2025(Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3. Quantitative and Qualitative Disclosures About Market Risk18Item 4. Controls and Procedures18Part II. Other InformationItem 1. Legal Proceedings19Item 1A. Risk Factors19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds19Item 3. Defaults Upon Senior Securities19Item 4. Mine Safety Disclosures19Item 5. Other Information19Item 6. Exhibits20Part III. Signatures21 PART I - FINANCIAL INFORMATION BLUEROCK ACQUISITION CORP.CONDENSED BALANCE SHEETSEPTEMBER 30, 2025(UNAUDITED) AssetsCurrent assetsCash$249,101Total current assets249,101Deferred offering costs322,564Total Assets$571,665 Liabilities and Shareholder’s DeficitCurrent liabilities Shareholder’s DeficitPreference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding —ClassA ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding—ClassB ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)(2)575Additional paid-in capital24,425Accumulated deficit(49,503)Total Shareholder’s Deficit(24,503)Total Liabilities and Shareholder’s Deficit$571,665 (1)On October 1, 2025, the Sponsor surrendered 1,916,667 Founder Shares to the Company for no consideration, resulting in theSponsor holding 5,750,000 Founder Shares (see Note 5). All share and per share data have been retrospectively presented.(2)Includes an aggregate of up to 750,000 ClassB ordinary shares that were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (see Note5). On December 12, 2025, the Companyconsummated its Initial Public Offering and sold 17,250,000 Units, including 2,250,000 Units sold pursuant to the exercise of theunderwriters’ option in full to purchase additional units to cover the over-allotment; hence, the 750,000 Class B ordinary sharesare no longer subject to forfeiture. The accompanying notes are an integral part of the unaudited condensed financial statements. BLUEROCK ACQUISITION CORP.CONDENSED STATEMENT OF OPERATIONSFOR THE PERIOD FROM JULY 11, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025(UNAUDITED) (1)On October 1, 2025, the Sponsor surrendered 1,