Blueport Acquisition Ltd
For the period ended Sep 30, 2025. Filed Dec 17, 2025.
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Sep 30, 2025 · Filed Dec 17, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
In February 2025, Blueport Acquisition Corporation (the “Sponsor”) purchased an aggregate of 1,983,750 Class B ordinary shares for an aggregate of $25,000. In August 2025, the Sponsor, for no consideration, forfeited 546,250 shares in a share recapitalization, resulting in the Sponsor holding an aggregate of 1,437,500 founder shares.
Simultaneously with the closing of the Company’s initial public offering (the “IPO”), the Company consummated a private placement (the “Private Placement”) of an aggregate of 197,250 units (the “Private Units”) to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $1,972,500. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Share”), and one right to receive one-sixth (1/6th) of one Class A Ordinary Share (the “Right”) of the Company.
The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, the Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until after the completion of the Company’s initial business combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
Use of Proceeds from our Initial Public Offering
On November 13, 2025, the Company consummated its IPO of 5,750,000 units, which included 750,000 Units issued pursuant to the exercise in full by the underwriters of its over-allotment option, which option was granted to the underwriters under the underwriting agreement for its IPO. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Share”), and one right to receive one-sixth (1/6th) of one Class A Ordinary Share (the “Right”) of the Company. The Units were sold at a price of $10.00 per unit, and the IPO generated gross proceeds of $57,500,000. The securities sold in the IPO were registered under the Securities Act on a registration statement on Form S-1 (No. 333-288356) which became effective pursuant to Section 8(a) of the Securities Act of 1933, as amended on November 10, 2025.
As of November 13, 2025, a total of $57,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers during the Quarter Ended September 30, 2025
None.
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