BLRK 10-K & 10-Q changes, risk factors and insider trading

For the six months ended June 30, 2026, we had a net income of $2,629,970, which consisted of interest earned on cash and marketable securities held in Trust Account of $3,046,940, partially offset by operating costs of $416,970.

Recent Developments

Proposed Business Combination with Yellow.ai

On July 31, 2026, we entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement” and the transactions contemplated by the Business Combination Agreement, the “Yellow Business Combination”)) with Bitonic Technology Labs Inc. d/b/a Yellow.ai, a Delaware corporation (“Yellow”), and BLRK Merger Sub Inc., a Delaware corporation (“Merger Sub”), that will result in, among other things, (i) the Company changing its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and domesticating as a corporation incorporated under the laws of the State of Delaware, and, in connection therewith, changing its name to “Yellow.ai” (“Pubco”) and (ii) Merger Sub merging with and into Yellow, with Yellow surviving the merger as a direct wholly-owned subsidiary of Pubco. We also entered into the Sponsor Support Agreement, the Company Support Agreement, the Lock-Up Agreement, the Equity PIPE Subscription Agreements and the Note PIPE Purchase Agreement, each as described below.

The closing of the Yellow Business Combination is expected to occur in the second half of 2026, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions.

A copy of the Business Combination Agreement is filed with this Quarterly Report on Form 10-Q as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement filed with this Quarterly Report on Form 10-Q. The Business Combination Agreement is included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about Bluerock or Yellow. In particular, the assertions embodied in representations and warranties by Bluerock and Yellow contained in the Business Combination Agreement are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement, including being qualified by confidential information in the disclosure schedules provided by the parties in connection with the execution of the Business Combination Agreement, and are subject to standards of materiality applicable to the contracting Parties that may differ from those applicable to security holders. The confidential disclosures contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not rely on the representations and warranties in the Business Combination Agreement as characterizations of the actual state of facts about Bluerock and Yellow. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Bluerock’s public disclosures.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, Bluerock entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with Yellow and the Sponsor. Under the terms of the Sponsor Support Agreement, the Sponsor agreed to, among other things: (i) vote in favor of adoption of the required transactional proposals (as described therein); (ii) vote against any alternative transaction (as further described in the Business Combination Agreement) and any merger agreement or merger other than the Business Combination Agreement and the Yellow Business Combination; (iii) waive all anti-dilution rights with respect to the rate that the Class B ordinary shares convert into the Class A ordinary shares in connection with the Yellow Business Combination; and (iv) not transfer any Class B ordinary shares or Private Placement Warrants held by it until the earliest to occur of (x) the closing of Yellow Business Combination (the “Closing”), (y) the termination of the Business Combination Agreement in accordance with its terms and (z) the liquidation of the Company.

In addition, the Sponsor agreed to forfeit, for no consideration, 750,000 Class B ordinary shares and 2,000,000 Private Placement Warrants held by it at or immediately prior to the Closing. Further, the Sponsor agreed to transfer to the Equity PIPE Investors (as defined below) certain Class B ordinary shares held by it to such investors, as further described in the Sponsor Support Agreement.

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as Exhibit 10.1, and the terms of which are incorporated by reference in this Quarterly Report on Form 10-Q.

Company Support Agreements

Concurrently with the execution of the Business Combination Agreement, the Company, Yellow and certain stockholders of Yellow (the “Supporting Yellow Stockholders”) entered into support agreements (the “Company Support Agreements”), pursuant to which each of the Supporting Yellow Stockholders agreed to, among other things: (i) execute and deliver a written consent approving and adopting the Business Combination Agreement and the transactions contemplated thereby, no later than two business days after the effective date of the registration statement to be filed in connection with Yellow Business Combination, and (ii) not to transfer any of the securities of Yellow held by it through the Closing.

The foregoing description of the Company Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Company Support Agreement, a copy of which is included as Exhibit 10.2, and the terms of which are incorporated by reference in this Quarterly Report on Form 10-Q.

Lock-Up Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor and certain other holders of the Company’s ordinary shares (collectively, the “SPAC Holders”) and certain holders of Yellow’s securities (the “Target Holders” and, together with the SPAC Holders, the “Holders”) entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with the Company and Yellow, pursuant to which, among other things, the Holders agreed not to transfer (except for certain permitted transfers) any shares of Pubco’s common stock held by such Holder immediately following the Closing (excluding any Non-Redeemed Shares (as defined below) held by the Holders, any shares of Pubco’s common stock issued to the Holders upon separation of the Equity PIPE Units (as defined below) or any securities issued as part of the Note PIPE Investment (as defined below), the “Lock-Up Securities”), until the earliest to occur of (w) (i) with respect to 50% of the Lock-Up Securities held by a Holder, 210 days after the date on which the Closing occurs (the “Closing Date”) and (ii) with respect to the remaining 50%, 1 year after the Closing Date, (x) the date on which the Trading Price (as defined in the Lock-Up Agreement) of the shares of Pubco’s common stock on Nasdaq equals or exceeds $12.00 per share, (y) the date on which Pubco’s common stock ceases to be listed on any national securities exchange or automated quotation system (including, without limitation, OTCQB, OTCQX, OTCID, the Pink Limited Market or any other similar exchange) (each, an “Applicable Exchange”) and is not re-listed on any Applicable Exchange within five (5) business days thereafter, and (z) the date on which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction, that results in all of Pubco’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-Up Period”). Notwithstanding the foregoing, the Lock-Up Period with respect to any Commitment Shares (as defined in the Equity Pipe Subscription Agreement) held by the Holders will be the earliest to occur of (w) 180 days after the Closing Date, (x) the date on which the trading price of the shares of Pubco’s common stock on Nasdaq equals or exceeds $12.00 per share, (y) the date on which the common stock ceases to be listed on an Applicable Exchange and is not re-listed on an Applicable Exchange within five (5) business days thereafter, and (z) the date on which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction, that results in all of its public stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is included as Exhibit 10.3, and the terms of which are incorporated by reference in this Quarterly Report on Form 10-Q.

Equity PIPE Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, the Company and Yellow entered into subscription agreements with certain institutional and accredited investors, including certain affiliates of Yellow (the “Equity PIPE Investors” and the subscription agreements, the “Equity PIPE Subscription Agreements” and the transactions contemplated thereby, the “Equity PIPE Investment”). Under the terms of the Equity PIPE Subscription Agreements, the Equity PIPE Investors agreed, subject to the terms and conditions set forth in the Equity PIPE Subscription Agreements, to subscribe for and purchase from Pubco, on the Closing Date and immediately prior to the effective time of the merger of Yellow and Merger Sub as part of the Yellow Business Combination (the “Merger”), an aggregate of 500,000 units of Pubco (the “Equity PIPE Units”) at $10.00 per Equity PIPE Unit, for an aggregate purchase price of $5 million. Each Equity PIPE Unit will consist of one share of Pubco common stock and one Pubco warrant to purchase one share of Pubco common stock for $11.50 per share for a period of five years from the Closing. The closing of the Equity PIPE Investment is conditioned upon, among other things, the completion or concurrent consummation of the Yellow Business Combination.

Pursuant to the Equity PIPE Subscription Agreements, each Equity PIPE Investor may elect to reduce the number of Equity PIPE Units it is obligated to purchase under its Equity PIPE Subscription Agreement, on a one-for-one basis, up to the total amount of Equity PIPE Units subscribed thereunder if such Equity PIPE Investor (i) beneficially owns any Class A ordinary shares of the Company as of the fifth calendar day after the effectiveness of the registration statement to be filed in connection with Yellow Business Combination (including any Class A ordinary shares of the Company purchased by the Equity PIPE Investor in the open market at a price less than the Per-Share Redemption Price (as defined in the Equity PIPE Subscription Agreement) (the “Non-Redeemed Shares”), (ii) does not exercise its right to redeem any of its Non-Redeemed Shares in connection with the extraordinary general meeting of the Company’s shareholders held for the purpose of voting on, among other things, the Yellow Business Combination (the “Business Combination Meeting”), (iii) does not sell or otherwise transfer its Non-Redeemed Shares prior to the Closing; and (iv) does not vote any Non-Redeemed Shares in favor of Yellow Business Combination at the Business Combination Meeting or in favor of any proposal contained related thereto. If an Equity PIPE Investor properly makes such election in accordance with the terms of the Equity PIPE Subscription Agreements, then it will be entitled to receive one Pubco warrant for each Non-Redeemed Share held by it at the Closing.

The foregoing description of the Equity PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Equity Pipe Subscription Agreement, a copy of which is included as Exhibit 10.4, and the terms of which are incorporated by reference in this Quarterly Report on Form 10-Q.

Note PIPE Purchase Agreement

Concurrently with the execution of the Business Combination Agreement, the Company and Yellow entered into a securities purchase agreement (the “Note PIPE Purchase Agreement” and the transactions contemplated thereby, the “Note PIPE Investment” and, together with the Equity PIPE Investment, the “PIPE Investments”) with an accredited investor (the “Note PIPE Investor”), pursuant to which, following the Closing, Pubco will issue and sell to the Note PIPE Investor, in one or more closings, a new series of senior secured convertible notes (the “Notes”) in an aggregate original principal amount of up to $50,000,000, consisting of (i) an initial note in an original principal amount of up to $25,000,000, to be issued and sold at the initial closing (the “Initial Note”), and (ii) one or more additional notes in an aggregate original principal amount for all additional closings of up to $25,000,000, issuable in increments of up to $5,000,000, which may be issued and sold following the initial closing at the election of the Note PIPE Investor or, in certain circumstances, at the election of Pubco, in each case subject to the satisfaction of the conditions to closing set forth in the Note PIPE Purchase Agreement (the “Additional Notes”), such that the aggregate principal amount of Notes outstanding at any time may not exceed $25,000,000 without the consent of Pubco and the Note PIPE Investor. The initial closing under the Note PIPE Purchase Agreement is conditioned upon, among other things, the consummation of Yellow Business Combination, and will occur immediately following the Closing, subject to all conditions to closing be satisfied as of such time.

The foregoing description of the Note PIPE Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note PIPE Purchase Agreement, a copy of which is included as Exhibit 10.5, and the terms of which are incorporated by reference in this Quarterly Report on Form 10-Q.