BLRK merger with Yellow.ai
Yellow.ai (Bitonic Technology Labs Inc., San Mateo; founded 2016 by IIT/MIT-rooted engineers Raghu Ravinutala (CEO, Top 50 SaaS CEOs 2023), Rashid Khan (CMO/Head of IR, Forbes 30-under-30 2022) and Jaya Kishore Reddy (CPO) … (United States)Revenue $35M (FY2026A (Feb 2025 - Jan 2026; unaudited, PCAOB audit pending)) as reported.
Expected close, as filed: H2 2026.
Announced 3 August 2026.
The symbol the combined company is expected to trade under.
Yellow.ai, formerly Yellow Messenger, is an enterprise agentic AI platform company specializing in service automation for large organizations. Founded in 2016 in Bangalore, India by Raghu Ravinutala, Jaya Kishore Reddy Gollareddy, and Rashid Khan, the company is now headquartered in San Mateo, California, and operates as a subsidiary of Bitonic Technology Labs Pvt. Ltd. Its core platform, called Nexus, uses a multi-LLM architecture that dynamically orchestrates more than fifteen models — including those from OpenAI, Anthropic, and proprietary sources — to deploy autonomous AI agents capable of planning tasks, acting on them, and resolving issues across voice, chat, email, and social channels. The platform supports over 135 languages across 85-plus countries, integrates with more than 100 enterprise systems, and handles approximately 16 billion conversations annually for over 650 enterprise clients. Its fastest-growing and most widely adopted product is Nexus Vox, a low-latency voice agent delivering human-like conversations in contact centers. Enterprise accounts now constitute over 70 percent of recurring revenue, reflecting a deliberate strategic shift toward large, durable contracts. The company has been recognized as a Strong Performer in The Forrester Wave for Conversational AI Platforms (Q2 2026) and was named a Challenger in Gartner's Magic Quadrant for Enterprise Conversational AI Platforms in 2023 and 2025.
The company has raised over $102 million across three funding rounds from blue-chip investors including Lightspeed Venture Partners, Salesforce Ventures, Sapphire Ventures, and WestBridge Capital. Its Series A brought in $4 million in 2019, followed by a $20 million Series B in 2020 and a $78.15 million Series C in 2021. Revenue has grown steadily, from $11.6 million in fiscal year 2022 to $34.8 million in fiscal year 2026 (ending January 31, 2026), with management projecting $37.3 million and its first EBITDA-positive year in fiscal 2027. The founding leadership team has expanded from three to five partners: Ravinutala serves as CEO, Reddy as Chief Product Officer, Khan as CMO and Head of Investor Relations, while Kaushik Bhaskar was brought in for business process outsourcing operating leadership and Nand Sharma for private-equity roll-up execution — additions specifically designed to support the company's consolidation strategy.
Yellow.ai is going public via a definitive Business Combination Agreement with Bluerock Acquisition Corp. (Nasdaq: BLRK), a special purpose acquisition company, at a pro forma equity value of approximately $550 million and a pre-money valuation of roughly $300 million. The transaction is expected to generate over $200 million in gross proceeds, including approximately $175 million from Bluerock's trust account assuming no redemptions and $30 million in committed PIPE financing from institutional investors. The deal structure also includes up to $50 million in senior secured convertible notes bearing 12 percent interest. Notably, the founders and key management are investing their own capital in the PIPE alongside institutional investors, signaling long-term alignment. The combined company will trade on Nasdaq under the ticker "YAI," with a nine-member board — eight directors designated
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- $30M
- Sponsor promote
- 25%
- Pro-forma shares
- 55.4M
- Exchange ratio
Per Share Merger Consideration = Aggregate Consideration / Company Fully Diluted Stock, where Aggregate Consideration = $300,000,000 / $10.00 = 30,000,000 Pubco shares, subject to adjustment. On Domestication each Cayman Class B share converts 1:1 into Class A and each Class A converts 1:1 into Pubco Common Stock.more ▾less ▴
Two-part. (1) Equity PIPE: 500,000 Pubco units at $10.00 = $5,000,000; each unit is one share plus one warrant at $11.50 for 5 years; investors also receive 0.5 Sponsor Commitment Shares per unit, upmore ▾less ▴
Equity PIPE: 'certain institutional and accredited investors, including certain affiliates of Yellow' — not individually named. Note PIPE: a single unnamed accredited investor. Press release adds that the founders and key management are investing their own capital in the PIPE alongside institutional investors.more ▾less ▴
- Coupon
- 12% — paid in kind, or in cash at a lower rate
No seller earnout. A 2026 Milestone Equity Plan instead grants participants up to 17,500,000 Pubco shares: 19.05% on trailing-twelve-month revenue of at least $45 million, 19.05% at $55 million and 19.05% at $65 million (measured over the three fiscal years starting with the first full fiscal year after Closing), plus 42.85% if Pubco VWAP is at or above $12.00 for 20 of 30 consecutive trading days within five years of Closing. Continued service required; unachieved tranches forfeited.more ▾less ▴
Lock-Up Period ” shall mean, with respect to the Holders and their respective Permitted Transferees, the period beginning on the Closing Date and ending on the earliest of (w) (i) with respect to 50% of the shares of Common Stock held by a Holder, two hundred ten (210) days after the Closing Date and (ii) with respect to the remaining 50% of the shares of Common Stock held by a Holder, one (1) year after the Closing Date, (x) the date on which the Trading Price of the shares of Common Stock equals or exceeds $12.00 per share, (y) the date on which the 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) (collectively, the “ Applicable Exchanges ”) and is not re-listed on any of the Applicable Exchanges within five (5) Business Days thereafter and (z) the date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction, that results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, the Lock-Up Period with respect to any Commitment Shares held by the Holders or their respective Permitted Transferees shall mean the period beginning on the Closing Date and ending on the earliest of (w) one hundred eighty (180) days after the Closing Date, (x) the date on which the Trading Price of the shares of Common Stock equals or exceeds $12.00 per share, (y) the date on which the Common Stock ceases to be listed on any of the Applicable Exchanges and is not re-listed on any of the Applicable Exchanges within five (5) Business Days thereafter and (z) the date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction, that results in all of the Company’s publicmore ▾less ▴
At or immediately prior to the Closing, the Purchaser Support Party shall irrevocably forfeit, surrender and deliver to the Purchaser for cancellation, for no consideration, 750,000 Purchaser Class B Ordinary Shares, together with all Company Ordinary Shares issued upon conversion thereof, including any securities paid as dividends or distributions with respect to or into which such shares are exchanged or converted (or, following the Sponsor Share Conversion and the Domestication, the equivalent number of shares of Domesticated Purchaser Common Stockmore ▾less ▴
Three different numbers are all called the deal value
They are not the same fact, and only the last one is what a valuation multiple may be struck on.
What Yellow.ai on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
assumes 0% redemptions
Every share of the combined company, marked at the reference price, once the deal closes — the business PLUS the cash that arrives with it. This is the figure press headlines quote, and it is bigger than the business for that reason alone.
assumes 0% redemptions
Money the transaction puts INTO the company. It is counted inside the equity value above, which is why it comes straight back out to reach the figure below — nobody pays a revenue multiple for a bank balance.
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
$365.3M ÷ $34.8M of FY2026A (Feb 2025 - Jan 2026; unaudited, PCAOB audit pending) revenue. $1 of Yellow.ai's 2026 reported sales is being bought for $10.50.
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for Yellow.ai appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
What qualifies these figures
- The equity and cash figures above assume NOBODY REDEEMS — the filing's own assumption, and the most favourable one available to it. Public shareholders in this market frequently redeem most of a trust; at a higher rate both figures fall together and the enterprise value the multiples are struck on does not move.
- The announced headline of $300M and the filed pro-forma equity value of $553.5M are not the same number. Both are recorded as stated; we have not reconciled them for you.
All figures above are stated in EX-99.2 investor deck (425)0001213900-26-084286
Transaction Summary slide of the filed investor deck — Sources and Uses plus the capitalisation block, one slide, and the identity $553.5M − $188.2M = $365.3M holds exactly as printed. Note the two cash figures are not the same number and both are filed: Uses says "196.3 Cash to Balance Sheet" while the capitalisation block subtracts "($188.2) ( - ) Pro forma Cash on Balance Sheet", the deck's footnote (5) governing the difference. We store the figure the EV is actually struck against, $188.2M, because that is the one inside the identity. Redemption assumption from the same slide: "Assumes no SPAC public shareholder elect to redeem their shares." Not stored: the deck's own "Peer Comps Mean: 15.2x" (its choice of comparables and its own multiple, per "AlphaSense, FactSet, and S P Capital IQ as of 7/30/26") — our peer median comes from our own priced peer set, not from the seller's slide.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Yellow.ai
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Yellow.ai (Bitonic Technology Labs Inc., San Mateo; founded 2016 by IIT/MIT-rooted engineers Raghu Ravinutala (CEO, Top 50 SaaS CEOs 2023), Rashid Khan (CMO/Head of IR, Forbes 30-under-30 2022) and Jaya Kishore Reddy (CPO), later joined by Kaushik Bhaskar (CEO AI Services, BPO operations) and Nand Sharma (President & Group CFO, PE roll-up background)) sells the Nexus enterprise agentic-AI platform - multi-LLM (15+ models) AI agents for customer service and employee experience across chat, email and voice (Nexus Vox, its fastest-growing product, claims 135+ languages and low-latency voice cloning) - claiming 16B+ conversations annually, 650+ enterprise clients in 85+ countries, 100+ integrations, 113% net revenue retention on post-ChatGPT agentic-AI cohorts, and a Forrester Wave 'Strong Performer' nod (Q2 2026); it has raised $100M+ from Lightspeed, Salesforce Ventures, Sapphire Ventures and WestBridge Capital. THE FINANCIAL REALITY VS THE STORY: unaudited revenue (FYE Jan-31, PCAOB audit still incomplete) grew $11.6M FY22 -> $21.7M FY23 -> $27.8M FY24 -> $34.4M FY25 but then went essentially FLAT at $34.8M in FY26A (+1.2%), with FY27E guided to just $37.3M; the company is loss-making ('early-stage company with a history of financial losses... expects continuing losses'), EBITDA-positive only as an FY27E projection, and the growth story leans on an unexecuted BPO roll-up pipeline (10 illustrative targets, $5-85M revenue each) - yet the deal prices Yellow.ai at $300M pre-money (~8.6x flat FY26A revenue; deck shows implied EV $365.3M = 10.5x vs a 15.2x peer mean), with a 17.5M-share management milestone plan gated at $45M/$55M/$65M revenue and a $12.00 VWAP.
Founded 2016.
A reported actual.
Yellow.ai — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 8 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Yellow.ai actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values Yellow.ai at $365.3M, or 10.5× the FY2026A (Feb 2025 - Jan 2026; unaudited, PCAOB audit pending) actual revenue it actually reported. That is 3.2× what the market pays for its closest listed peers (median 3.26×) — an expensive price. It is priced above 75% of them.
Pro-forma enterprise value as filed.
FY2026A (Feb 2025 - Jan 2026; unaudited, PCAOB audit pending) — a reported actual.
10.5× FY2026A (Feb 2025 - Jan 2026; unaudited, PCAOB audit pending) actual revenue. Put another way: $1 of its annual sales is being bought for $10.50.
$1 of their sales costs $3.26 on the open market. Median of 8 listed companies we judged a true comparable, which individually run from 0.68× to 50.33×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- IFBD has no revenue to divide by, so they are shown but left out of the peer median.
The 9 listed companies it is measured against, and why
- NICE50.33× revenue
NICE is the scaled leader in AI-powered customer-experience/contact-center software (CXone), the incumbent Yellow.ai's agentic CX platform attacks.
- IFBDno revenue multiple
Operational comp: Software (NEC); micro-cap ($8m); shares bpo, saas, clients, customer, software, service with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- FIVN2.26× revenue
Five9 sells cloud contact-center software with an AI-agent overlay - the most direct listed comp for AI-driven customer-service automation revenue.
- SOUN15.38× revenue
SoundHound AI is the listed pure-play voice/agentic-AI platform at a comparable revenue scale, benchmarking what the market pays for unprofitable conversational-AI growth.
- LPSN1.48× revenue
LivePerson is a direct conversational-AI/chatbot competitor for enterprise customer engagement - and a cautionary comp on decelerating conversational-AI revenue.
- AI4.26× revenue
Operational comp: Software (NEC); small-cap ($1.3bn); shares agentic, enterprise, models, saas, pre, software with the target's own description; forward EV/Sales 4.3x.
- VRNT2.18× revenue
Verint's CX automation/'agent bot' platform serves the same enterprise contact-center buyers with an AI-outcomes pitch.
- TWLO6.59× revenue
Twilio provides the customer-engagement/communications infrastructure layer Yellow.ai's channels ride on; scaled comp for usage-based CX software.
- CNXC0.68× revenue
Concentrix is the listed giant of the human BPO/CX-outsourcing market Yellow.ai plans to roll up and AI-transform; values the acquisition side of the story.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
No seller earnout. A 2026 Milestone Equity Plan instead grants participants up to 17,500,000 Pubco shares: 19.05% on trailing-twelve-month revenue of at least $45 million, 19.05% at $55 million and 19.05% at $65 million (measured over the three fiscal years starting with the first full fiscal year after Closing), plus 42.85% if Pubco VWAP is at or above $12.00 for 20 of 30 consecutive trading days within five years of Closing. Continued service required; unachieved tranches forfeited.
Set against the actuals: reported revenue stands at $35M (FY2026A (Feb 2025 - Jan 2026; unaudited, PCAOB audit pending)).
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.