01/23/2026 | Press release | Distributed by Public on 01/23/2026 20:46
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 01/23/2026 | J(2) | 35,000 | (1) | (1) | Class A Ordinary Shares | 35,000 | $ 0 | 5,655,000 | D(3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bluerock Acquisition Holdings, LLC C/O BLUEROCK ACQUISITION CORP. 919 THIRD AVENUE NEW YORK, NY 10022 |
X | X | ||
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KAMFAR RAMIN C/O BLUEROCK ACQUISITION CORP. 919 THIRD AVENUE NEW YORK, NY 10022 |
X | X | CEO and Chairman | |
| /s/ Jordan Leon, Attorney-in-Fact for Bluerock Acquisition Holdings, LLC | 01/23/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Jordan Leon, Attorney-in-Fact for Ramin Kamfar | 01/23/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. |
| (2) | On January 23, 2026, Bluerock Acquisition Holdings, LLC (the "Sponsor") transferred 35,000 Class B Ordinary Shares of the Issuer to Ziv Conen for $0.003 per share. |
| (3) | The Sponsor is the record holder of the securities reported herein. BEH SPAC Holdings, LLC ("BEH") is the managing member of the Sponsor. Bluerock Enterprise Holdings, LP ("Bluerock Enterprise") is the sole member of BEH. Bluerock Holdings Manager, Inc. ("Bluerock Manager") is the general partner of Bluerock Enterprise. Ramin Kamfar controls Bluerock Manager and has voting and investment discretion with respect to the securities held of record by the Sponsor. |
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Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney. |
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