Bluerock Acquisition Corp.

This Current Report on Form 8-K includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act.Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “would” and similar expressions may identifyforward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.Forward-looking statements may include, for example, statements about Bluerock’s or Yellow’s ability to effectuate the Business Combination discussed in this document; the benefits of the Business Combination; the future financial performance of Pubco (which will be the go-forward public company following the completion of the Business Combination) following the Closing; changes in Yellow’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. Theseforward-looking statements are based upon estimates and assumptions that, while considered reasonable by Bluerock, Yellow and their respective management teams, as the case may be, are inherently uncertain. Theseforward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Bluerock and Yellow. Suchforward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by suchforward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political conditions, and in applicable laws and regulations, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements and any negotiations with respect to the Business Combination; (3) the outcome of any legal proceedings that may be instituted against Bluerock, Yellow, the combined company, or others; (4) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Bluerock or Yellow for the Business Combination or to satisfy other conditions to closing; (5) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (6) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations of Bluerock or Yellow as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things: competition, the ability of the combined company to grow and manage growth profitably, the ability of the combined company to build or maintain relationships with customers and retain its management and key employees, the timing and amount of future capital expenditures and requirements for additional capital, and the timing of future cash flow provided by operating activities, if any; (9) costs related to the Business Combination; (10) the possibility that Yellow or the combined company may be adversely affected by other economic, business, political and/or competitive factors; (11) estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note RegardingForward-Looking Statements” in Bluerock’s filings with the SEC, including the Registration Statement, when available, and any periodic Exchange Act reports filed by Bluerock with the SEC such as its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

You should carefully consider the foregoing risk factors and the other risks and uncertainties which will be more fully described in the “Risk Factors” section of the Registration Statement and other documents filed by Bluerock from time to time with the SEC. If any of these risks materialize or Bluerock’s or Yellow’s assumptions prove incorrect, actual results could differ materially from the results implied by theseforward-looking statements. There may be additional risks that neither Bluerock nor Yellow presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in theforward-looking statements. In addition,forward-looking statements reflect Bluerock and Yellow’s expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K. Nothing in this communication should be regarded as a representation by any person that theforward-looking statements set forth herein will be achieved or that any of the contemplated results of suchforward-looking statements will be achieved. Theseforward-looking statements speak only as of the date of this Current Report on Form 8-K. Bluerock, Yellow, and their respective representatives and affiliates specifically disclaim any obligation to, and do not intend to, update or revise theseforward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, theseforward-looking statements should not be relied upon as representing Bluerock’s, Yellow’s, or any of their respective representatives or affiliates’ assessments as of any date subsequent to the date of this Current Report on Form 8-K, and therefore undue reliance should not be placed upon theforward-looking statements. This Current Report on Form 8-K contains preliminary information only, is subject to change at any time, and is not, and should not be assumed to be, complete or constitute all of the information necessary to adequately make an informed decision regarding any potential investment in connection with the Business Combination.