Bluerock Acquisition Corp. Liquidation Value

Bluerock Acquisition Corp. (BLRK) is a Cayman Islands blank check SPAC that completed its IPO on December 12, 2025, raising $172.5M gross proceeds from 17,250,000 Class A ordinary shares at $10.00/unit. The filing covers the inception period July 11, 2025 through December 31, 2025. Under the liquidation lens, the recovery posture for non-redeeming equity is deeply negative, which is the structurally expected outcome for a SPAC at this stage. The dominant asset is $172.7M held in a grantor trust invested in U.S. Treasury obligations, which receives a 100% recovery haircut under liquidation assumptions. However, that asset is encumbered by $172.7M of Class A ordinary share redemption obligations classified as temporary equity at $10.01/share — legally senior to any residual claim of the Class B (Founder Share) holders. After satisfying the full redemption claim of 17,250,000 public shares, the residual balance sheet available to Class B and any other equity is: total assets of $173.6M less total liabilities of $7.4M less temporary equity redemption obligation of $172.7M, yielding shareholders' deficit of approximately -$6.6M. The $7.4M liability stack consists of $7.35M deferred underwriting fee (contingent on Business Combination closing — extinguishes on liquidation per the underwriting agreement disclosure) and $79.6K of current accrued liabilities. Notably, the deferred underwriting fee of $7.35M is waived if no Business Combination occurs, which is a material liquidity-positive fact in a forced liquidation scenario. If the deferred fee is excluded from face-value liabilities on true wind-up (per the contractual waiver), the adjusted liquidation math shifts: trust assets of $172.7M cover public shareholder redemptions of $172.7M, leaving $0.9M of outside-trust assets (cash $0.69M plus prepaid insurance $0.13M) against current liabilities of $79.6K — implying minimal but positive residual of approximately $0.8M to Class B before any further wind-up costs. The MFFAIS CLV/LLV/OLV of $1.31M is consistent with this outside-trust cash surplus net of current liabilities. No PP&E, no inventory, no goodwill, no operating leases. Prior period (10-Q as of September 30, 2025) showed pre-IPO balance sheet with $249K cash, $322K deferred offering costs, and $300K related-party promissory note outstanding. The IPO closing materially transformed the balance sheet. Working capital loans of up to $1.5M (convertible into warrants) remain undrawn. Sponsor administrative fee obligation of up to $20K/month for 12 months represents a forward cash commitment of up to $240K, not separately capitalized as a liability.