SecProbe.io

September 24, 2025
R. Ramin Kamfar
Chief Executive Officer and Chairman
Bluerock Acquisition Corp.
919 Third Avenue
New York, New York 10022
Re:Bluerock Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted August 29, 2025
CIK No. 0002081532
Dear R. Ramin Kamfar:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted August 29, 2025
Summary, page 1
1.Please revise your summary to disclose, as you do in your risk factors, that significant
competition may impact the attractiveness of the acquisition terms that the SPAC will
be able to negotiate with a potential target company.
Our Company, page 3
We note your statement that your directors and officers, or their respective affiliates,
"may in the future" become affiliated with other SPACs that may have acquisition
objectives that are similar to yours. Please expand on this disclosure to more explicitly
describe the experience of the SPAC sponsor, its affiliates, and any promoters in
organizing special purpose acquisition companies and the extent to which the SPAC 2.

September 24, 2025
Page 2
sponsor, its affiliates, and the promoters are involved in other special purpose
acquisition companies. Please refer to Item 1603(a)(3) of Regulation S-K.
Our Sponsor, page 3
3.We note your statements that, other than Mr. Kamfar, no other person has a direct or
indirect material interest in your sponsor and that other than your management team,
"none of the other members of your sponsor" will participate in your company’s
activities. Please clarify if there are multiple members of your sponsor and, if so, why
Mr. Kamfar is the only person with a material interest in your sponsor. Additionally,
please disclose, as of the most recent practicable date, all persons who have direct and
indirect material interests in the SPAC sponsor, as well as the nature and amount of
their interests. Please refer to Item 1603(a)(7) of Regulation S-K.
Founder Shares, page 19
4.We note your disclosure that up to 1,000,000 of the founder shares will be surrendered
for no consideration "depending on the extent to which the underwriter's over-
allotment option is not exercised." Please provide more detail describing the
circumstances under which founder shares will be surrendered, including how the
amount will be determined if only a portion of the over-allotment option is exercised.
Risk Factors
Risks Relating to our Sponsor and Management Team
Members of our management team and affiliated companies may have been..., page 77
5.We note that members of your management and affiliated companies "may have
been" involved in civil disputes or governmental investigations unrelated to your
business and such civil disputes or governmental investigations could be detrimental
to your reputation, negatively affect your ability to identify and complete an initial
business combination and may have an adverse effect on the price of your securities.
Once all members of your management team are identified, please revise to disclose if
you are aware of any such civil disputes or government investigations, to the extent
material.
Risks Relating to our Securities
Our warrant agreement will designate the courts of the State of New York..., page 86
6.Please expand your risk factor to note that the exclusive forum provisions in the
warrant agreement may also increase a warrant holder’s cost to bring a claim.
Dilution, page 100
7.Outside of your Dilution table, please describe each material potential source of future
dilution following the registered offering by the special purpose acquisition company,
including sources not included in the table with respect to the determination of net
tangible book value per share, as adjusted. These sources of dilution should include
the founder shares anti-dilution rights, shares that may be issued in connection with
the closing of your initial business combination, private warrants, public warrants and
potential conversion of any working capital loans. Please refer to Item 1602(c) of
Regulation S-K.

September 24, 2025
Page 3
            Please contact Tayyaba Shafique at 202-551-2110 or Michael Fay at 202-551-3812 if
you have questions regarding comments on the financial statements and related
matters. Please contact Katherine Bagley at 202-551-2545 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Elliott M. Smith, Esq.