KAMFAR RAMIN 4

Accession 0001213900-26-007432

CIK 0002081532other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 9:45 PM ET

Size

39.0 KB

Accession

0001213900-26-007432

AI-generated summary of this filing

Updated Jan 24, 2026

Bluerock Acquisition (BLRK) 10% Owner Sells $3.68M Shares

What Happened

Bluerock Acquisition Holdings, LLC (the Sponsor and a 10% owner) and Ramin Kamfar (controls the Sponsor and is reported as a 10% owner) reported dispositions on January 23, 2026. Each reported disposing of 35,000 ordinary shares at $105.00 per share (total value $3,675,000 per reporting person) and also disposing of 35,000 Class B ordinary shares recorded as a derivative disposition at $0.00.
A filing footnote clarifies the Sponsor transferred 35,000 Class B ordinary shares to Ziv Conen for $0.003 per share. The Class B shares are founder-type shares that automatically convert one-for-one into Class A shares upon the issuer’s initial business combination (subject to anti-dilution adjustments) and have no expiration date.

Key Details

Transaction date: 2026-01-23.
Reported prices/values: 35,000 shares at $105.00 = $3,675,000; 35,000 Class B shares shown as derivative disposition at $0.00 (footnote: transferred for $0.003 per share).
Shares owned after transaction: not specified in the portions of the filing provided.
Reporting persons/roles: Bluerock Acquisition Holdings, LLC (Sponsor; record holder); BEH SPAC Holdings, LLC is Sponsor’s manager; Bluerock Enterprise Holdings, LP and Bluerock Holdings Manager, Inc. are upstream entities; Ramin Kamfar controls Bluerock Manager and has voting/investment discretion.
Footnotes/exhibits: F1 (Class B conversion mechanics), F2 (Sponsor transfer to Ziv Conen), F3 (ownership/control structure). Exhibits 99.1 (joint filer info) and 24.1/24.2 (powers of attorney) included.
Filing timeliness: no late-filing indicator noted in the information provided.

Context

These transactions involve a sponsor/founder transfer and a 10% owner disposition rather than an open-market purchase—founder/share transfers (especially of Class B founder shares at nominal prices) are common and do not necessarily signal the same thing as an open-market sale by a public executive.
Class B shares are convertible into Class A shares on a one-for-one basis at a business combination, so the derivative entry relates to founder-class share movement rather than an option exercise or immediate market sale.

Form 4

Period: 2026-01-23

Director10% Owner

Transactions

Other
Class B Ordinary Shares
[F1][F2]
2026-01-23$105.00/sh−35,000$3,675,000→ 5,655,000 total
Other
Class B Ordinary Shares
[F1][F2][F3]
2026-01-23−35,000→ 5,655,000 total
→ Class A Ordinary Shares (35,000 underlying)

DirectorCEO and Chairman10% Owner

Transactions

Other
Class B Ordinary Shares
[F1][F2]
2026-01-23$105.00/sh−35,000$3,675,000→ 5,655,000 total
Other
Class B Ordinary Shares
[F1][F2][F3]
2026-01-23−35,000→ 5,655,000 total
→ Class A Ordinary Shares (35,000 underlying)

Footnotes (3)

[F1]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.
[F2]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.
[F3]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.

3 files

Bluerock Acquisition Corp.

CIK 0002081532

Entity typeother