BPAC SEC filings, in plain English
Everything Blueport Acquisition Ltd has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2026. No changes to redemption mechanics, trust value, or deadline. The trust per-share value remains $10.23 (trust account $58,809,205 / 5,750,000 public shares). The deadline is February 13, 2027. The company has a working capital deficit of $378,889 and $29,180 cash; management has expressed substantial doubt about its ability to continue as a going concern. The closing of the merger with SINGAUTO Inc. is still pending, with no update on timing or conditions. Why it matters: This filing confirms the company is burning cash, has a going concern warning, and has not yet closed its announced merger with SINGAUTO. The trust value is stable, but the company's ability to fund operations until the February 2027 deadline is uncertain without additional sponsor support (a $190,000 promissory note was drawn in May 2026).
What changed vs 2026-05-13trust $58.3M → $58.8M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $58.3M$58.8M
- Combination deadline
- 2027-02-13 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 5.75M · unchanged
SpacBrain reads this as $515,625 was added to the trust between the two filings.
The clause “Prepaid expenses 77,347 62,511 Total current assets 106,527 543,363 Investments held in Trust Account 58,809,205 57,784,454 Total Assets $ 58,915,732 $ 58,327,817 Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity”…
The clause …“pursuit of the consummation of a business combination. The Company currently has until February 13, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate”…
The clause …“statement. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the”…
The clause “6) Class A ordinary shares, $ 0.0001 par value; 450,000,000 shares authorized; 5,750,000 shares subject to possible redemption 56,226,115 53,340,490 Shareholders’ Equity: Class A ordinary shares, $ 0.0001 par value; 450,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Limited Power of Attorney (Exhibits A and B) attached to a Schedule 13G/A, executed by authorized representatives of Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC to delegate SEC filing authority under the Securities Exchange Act of 1934. The filing does not report alterations to BPAC’s redemption deadlines, trust value, extension provisions, deal progress, or sponsor conduct. Shuji Matsuura and Adam Hopkins formally attribute to Takahiro Katsura the full power to execute, amend, and timely file Forms 13G on behalf of the undersigned entities, dated 5-14-2026. Why it matters: This routine compliance exhibit carries no weight on SPAC mechanics, shareholder redemption rights, trust preservation, or transaction viability. It solely confirms procedural delegation for institutional equity reporting, leaving BPAC’s customer base, revenue, market size, strategy, technology, partnerships, litigation, and personnel entirely unaddressed.
What changed: A Schedule 13G beneficial ownership report filed on 2026-05-14 by KARPUS MANAGEMENT, INC. (accession number 0001072613-26-000423). According to the filing's own header, KARPUS MANAGEMENT, INC. reports its current beneficial ownership position in BPAC. Because the excerpt omits share quantities, percentage thresholds, transaction dates, and acquisition costs, it does not mechanically impact redemption windows, trust account valuations, extension voting triggers, or announced business combination progress. Why it matters: Routine Schedule 13G filings like this one function as periodic ownership transparency instruments rather than substantive corporate action documents. Per the text provided, there are no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Without numerical disclosures or intent statements, the filing does not shift liquidity expectations or governance posture, and investors tracking capital commitment or voting weight should monitor subsequent amendments or full exhibit pages for threshold-crossing events that could influence collective redemption behavior or deal support.
What changed: Quarterly report on Form 10-Q for Blueport Acquisition Ltd for the three months ended March 31, 2026, filed May 13, 2026. BPAC entered into a definitive merger agreement on May 1, 2026 to acquire SINGAUTO Inc. for $1.2 billion in equity (120 million shares at $10.00 per share). Net income was $150,174 (vs. net loss of $9,052 in the prior-year period). Trust account balance grew to $58.3 million ($10.14 per public share) from interest. Cash fell to $97,816, and the company disclosed substantial doubt about its ability to continue as a going concern if the business combination is not completed by the February 13, 2027 deadline. No redemptions have occurred; temporary equity (Class A shares subject to redemption) increased to $54.8 million. The sponsor agreed to vote in favor and waive redemption. Why it matters: This filing confirms the target and structure of BPAC’s business combination, which is a critical event for shareholders evaluating redemption and deal vote. The low cash balance ($97,816) and going concern warning highlight execution risk. Trust value per share ($10.14) sets the baseline for any future redemption. The merger terms (all-equity consideration) and related lock-up, support, and registration agreements provide the framework for post-combination ownership and liquidity.
trust account, redeemable shares, combination deadline +2nothing moved · 5 with no prior record of ours
- Trust account
- not previously extracted$58.3M
- Redeemable shares
- not previously extracted5.75M
- Combination deadline
- 2027-02-13 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $207Knot matched in this filing
The clause …“expenses 112,505 62,511 Total current assets 210,321 543,363 Investments held in Trust Account 58,293,580 57,784,454 Total Assets $ 58,503,901 $ 58,327,817 Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity”…
The clause “6) Class A ordinary shares, $ 0.0001 par value; 450,000,000 shares authorized; 5,750,000 shares subject to possible redemption 54,772,034 53,340,490 Shareholders’ Equity: Class A ordinary shares, $ 0.0001 par value; 450,000,000 shares”…
The clause …“pursuit of the consummation of a business combination. The Company currently has until February 13, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate”…
The clause …“statement. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K filing a merger agreement between SPAC Blueport Acquisition Ltd and target SINGAUTO Inc., along with related support, lock-up and registration rights agreements, and a press release. BPAC announced its definitive business combination with SINGAUTO Inc., a Singapore-based green cold-chain logistics technology company. The all-stock deal values SingAuto at $1.2 billion (120,000,000 shares at $10.00 per share). The sponsor and certain target shareholders entered into support agreements agreeing to vote for the deal and not redeem their shares. The trust per share as of March 31, 2026 was approximately $10.23 ($58.3 million / 5.947 million Class A shares), well above the $10.00 per share deal valuation. The merger is expected to close by end of 2026, subject to shareholder approvals, SEC effectiveness of an F-4, and Nasdaq listing. Why it matters: This is a definitive deal announcement after a long search, providing clarity on the target, valuation, and structure. For redemption tracking, the sponsor has agreed not to redeem and to waive conversion adjustments. The trust value exceeds the deal price, creating a potential arb opportunity. The 2027 deadline offers ample time. Lock-up terms: 30 days for sponsor private units, 180 days for other shares, with early release if the stock trades at $12.00+ for 20 of 30 days after 90 days.
What changed: 8-K filed by Blueport Acquisition Ltd (BPAC) on May 4, 2026, announcing a definitive Agreement and Plan of Merger with SingAuto Inc., a global innovator in green cold-chain logistics technology solutions for smart commercial electric vehicles. The filing includes the full merger agreement and related exhibits (sponsor support agreement, shareholder support agreement, lock-up agreement, registration rights agreement, and press release). BPAC has entered into a business combination agreement with SingAuto. Key terms: aggregate merger consideration of $1,200,000,000, to be paid entirely in stock (120,000,000 Purchaser Ordinary Shares valued at $10.00 per share). The transaction involves a two-step merger: first a reincorporation merger of BPAC into a wholly owned subsidiary (NeoCryo Inc.), then an acquisition merger of Merger Sub into SingAuto, with SingAuto surviving as a wholly owned subsidiary of the combined company (PubCo). As of March 31, 2026, BPAC's trust fund held approximately $58,293,579 (per the merger agreement). The sponsor (Blueport Acquisition Corporation) has agreed to vote all its shares in favor and not to redeem any shares. Lock-up terms: shares issued to the sponsor and affiliates in exchange for private units are locked for 30 days; all other shares are locked for 180 days. Early release if the stock price equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 90 days after the completion of the business combination. Shareholders of SingAuto (including New Voyage Hope Ltd, Tharwah Global Investment FZE LLC, Greenwheel Group Ltd) have entered into support agreements to vote in favor. The merger agreement contains customary representations, warranties, covenants, and closing conditions, including shareholder approvals, SEC effectiveness of the registration statement, Nasdaq listing, and an IP Cooperation Agreement to be signed within 10 business days. The deal is expected to close by end of 2026. Why it matters: This is the definitive de-SPAC transaction for BPAC. Investors now have a concrete target, valuation, and terms to evaluate the risk of redemptions and potential upside. The trust per share is approximately $10.23, and the deadline is February 13, 2027. The valuation implies a 2.05x premium from the trust, but the entire consideration is stock, so shareholders who do not redeem will receive shares in the combined company. The sponsor's commitment not to redeem and the lock-up provisions signal sponsor alignment. The filing provides a detailed framework for the merger, including conditions that could delay or terminate the deal. The target operates in the EV cold-chain logistics space, a growing market. Investors should assess the company's financials (historical financial statements referenced but not included in this filing, to be provided later) and the risk of shareholder approval and regulatory clearances.
What changed: SEC Schedule 13G beneficial ownership report. According to the provided text, Wolverine Asset Management, LLC; Wolverine Holdings, LLC; Christopher L. Gust; and Robert R. Bellick filed 0001140361-26-015606 on 2026-04-20 to report their positions in Blueport Acquisition Ltd. The excerpt discloses no share counts, percentage thresholds, acquisition dates, costs, or stated purposes. Consequently, it does not indicate whether any of these parties intend to redeem shares, vote on the announced deal, or support a trust extension, leaving the existing $10.23 trust value per share and the 2027-02-13 deadline unchanged by the data shown. Why it matters: This routine filing identifies a coordinated reporting group but, without published ownership metrics or intent language, offers no verifiable insight into redemption pressure, sponsor negotiations, or capital deployment strategy. According to the excerpt, the sole substance is the identification of the filers and the filing timestamp. Investors should monitor the complete Exhibit 99.1 for aggregate position size, purchase history, and whether the group designates itself as passive, as those elements will dictate future disclosure timing and potential market signaling around the redemption window.
What changed: A Form 8-K Current Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, specifically disclosing Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) and attaching Exhibit 10.1 (a Consulting Services Agreement). The filing reports no adjustments to the redemption deadline (2027-02-13), the trust per share value ($10.23), or the DEAL_ANNOUNCED status. Instead, it introduces new executive and board compensation structures. According to the Item 5.02 narrative, the Company engaged Hurricane Corporate Services Ltd., a firm controlled by CFO Kulwant Sandher, to provide CFO services at a monthly fee of USD $3,000 plus reimbursable expenses, commencing November 11, 2025, for an initial term of three months and automatically renewing for an additional three months on February 11, 2026. Separately, the Company orally agreed in November 2025 to pay each director $7,500 per quarter for board services, terminable at the Company’s discretion. Why it matters: This arrangement warrants sponsor-conduct scrutiny because CFO services are routed through a consultancy controlled by the sitting CFO, creating a direct related-party financial channel. The Exhibit 10.1 agreement, signed by Bill Rosenstadt (CEO-Director) for Blueport Acquisition Ltd and Kulwant Sandher for Hurricane Corporate Service Ltd, details reciprocal indemnification for breaches or negligent/wrongful acts, a one-year non-compete and non-solicitation covenant, binding arbitration under London Court of International Arbitration rules, and Canadian governing law. Per the agreement's terms, compensation is non-refundable upon voluntary termination or an acquisition during the Initial Term, and confidentiality survives for two years. These clauses increase the SPAC's pre-deal operating burn and administrative liabilities without altering shareholder redemption mechanics, trust distribution timing, or the underlying business combination timeline.
What changed: Annual Report (10-K) for fiscal year ended December 31, 2025, filed by Blueport Acquisition Corp, a blank check company (SPAC). The filing reports the company's first full fiscal year since its IPO (November 2025). Key items: (1) Trust value was $57,784,454 as of December 31, 2025, up from the initial deposit of $57,500,000 due to $284,455 of interest income. (2) The trust holds $10.05 per public share (exceeds the stated trust/share of $10.23? No, the $10.23 quoted above is an external data point, not in this filing; the filing states $10.00 per unit was deposited). (3) As of December 31, 2025, the company had $480,852 cash outside trust and working capital of $408,107. (4) The deadline to complete a business combination is 15 months from the IPO closing, i.e., February 13, 2027; the filing includes a going concern qualification noting substantial doubt if no deal by then. (5) Total shares outstanding: 5,947,250 Class A ordinary shares (including 197,250 private placement shares) and 1,437,500 Class B founder shares. (6) No business combination agreement has been identified; no target has been selected. (7) The company engaged a CFO via a consulting agreement with Hurricane Corporate Services Ltd. (Kulwant Sandher) at $3,000/month. Why it matters: This is a baseline filing for a newly public SPAC. It establishes trust value ($57.78M), burn rate (net loss of $19,738 for the period, but G&A of $304,193 partially offset by trust interest), and confirms the redemption deadline. The going concern qualification and lack of a target signal time pressure, but no adverse sponsor conduct is noted. Investors tracking redemption mechanics or seeking a deal catalyst should note the trust is earning interest and the clock is running.
What changed: A Schedule 13G beneficial ownership report for Blueport Acquisition Ltd (BPAC), filed on 2026-02-17, identifying Shaolin Capital Management LLC and David Puritz as the reporting parties. The excerpt discloses only entity names and form designation, omitting all quantitative disclosures such as share counts, acquisition dates, ownership percentages, or purchase prices. Consequently, no mechanical parameters update: the redemption schedule remains unaltered, the trust value per share stays at the externally referenced level without filing amendment, the sponsor has published no new instructions regarding extensions or combination progress, and shareholder voting posture remains unspecified. Why it matters: This filing text contains zero substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and therefore attributes no operational or financial assertions to any executive, advisor, or third party. Structurally, however, a Schedule 13G indicates passive or group-based aggregation reaching regulatory reporting thresholds. In a SPAC operating under DEAL_ANNOUNCED status, institutional positioning by firms like Shaolin Capital Management LLC can foreshadow coordinated voting blocs during any future extension vote targeting the existing deadline, or reflect early secondary-market liquidity buildup that may affect redemption calculus at the trust distribution phase. Absent disclosed block sizes, transaction dates, or explicit statements on holding intent, this submission currently lacks direct leverage over redemption mechanics or sponsor conduct assessment, making it procedural rather than decisive for near-term capital structure planning.
What changed: A Limited Power of Attorney executed under the Securities Exchange Act of 1394, wherein Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC grant Takahiro Katsura and Adam Hopkins authority to prepare, sign, and file Form 13G submissions with the U.S. Securities and Exchange Commission. The filing records zero adjustments to BPAC’s redemption mechanics, trust account accounting, extension voting procedures, or sponsor oversight rules. According to the document, the only operational update is the internal delegation of regulatory signature authority, leaving all pre-existing deal structures and the stated termination window unmodified. Why it matters: For investors tracking capital return sequencing and merger execution, the exhibit confirms procedural compliance rather than transactional progression. As executed by Hidekatsu Take and Adam Hopkins on 2-12-2026, the instrument solely manages Section 13(d) and Section 13(g) disclosure logistics for Mizuho affiliates. It contains no assertions regarding target customer contracts, revenue streams, market expansion, technology roadmaps, partnership integrations, or pending litigation, indicating no immediate influence on shareholder redemption elections, warrant conversion schedules, or trust disbursement timing.
What changed: This document is a Joint Filing Agreement, specifically an exhibit attached to a Schedule 13G/A filing concerning the Class A ordinary shares of Blueport Acquisition Ltd. Feis Equities LLC and Lawrence M. Feis state that they will jointly submit the referenced Schedule 13G dated as of January 20, 2026, and any future amendments under Rule 13d-1(k). This exhibit contains no modifications to redemption deadlines, trust account balances, extension mechanisms, business combination progress, or sponsor conduct. The filing includes no substantive operational, financial, market, or strategic disclosures beyond establishing shared SEC reporting logistics for beneficial ownership. Why it matters: Tracking this document reveals only administrative compliance rather than developmental shifts in the SPAC timeline or valuation parameters. Because the text omits ownership percentages, target details, and economic terms, it does not alter how shareholders evaluate redemption rights, trust preservation, or the announced deal trajectory. Investors should direct attention to the standalone Schedule 13G/A for threshold crossings or concentration metrics, as this joint agreement independently signals no change to contractual or structural deal conditions.
What changed: A Form 8-K current report (Item 8.01 Other Events) containing a press release (Exhibit 99.1) that announces the commencement of separate trading for Class A ordinary shares and rights underlying Blueport Acquisition Ltd’s units. The filing reports that, commencing January 6, 2026, holders of the Company’s units sold in the IPO may elect to separately trade the Class A ordinary shares and rights embedded in those units. According to the press release, each unit consists of one Class A ordinary share and one right entitling the holder to receive one-sixth (1/6) of one Class A ordinary share upon consummation of an initial business combination. The Company specified that no fractional rights will be issued upon separation and only whole rights will trade. Holders must instruct their brokers to contact VStock Transfer, LLC, the designated transfer agent, to execute the separation. Unseparated units will continue trading on Nasdaq under BPACU, while separated shares and rights will trade under BPAC and BPACR. The document also restates that the IPO registration statement (File No. 333-288356) became automatically effective on November 10, 2025, and that the underlying shares carry a par value of $0.0001 per share. Why it matters: This filing documents a routine post-IPO structural unlock that converts indivisible SPAC units into independently tradable equity and rights-bearing instruments, increasing secondary market liquidity for existing shareholders before target negotiations intensify. The registrant’s press release makes clear that this administrative listing event does not amend the trust account mechanism, reset the business combination expiration window, alter redemption election procedures, or change sponsor oversight. Leadership remains unchanged, with the Company stating it is led by Chief Executive Officer William Rosenstadt and Chief Financial Officer Kulwant Sandher. The operating mandate retains its broad scope: the Company will search for a target across any industry to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar combination. Standard forward-looking disclaimers caution that net proceeds usage and completion timelines depend on conditions beyond management’s control. For investors tracking the redemption calendar and trust mechanics, this unit separation notice does not trigger distribution dates, require shareholder votes on extensions, or modify the pre-existing trust value or termination deadline disclosed in earlier filings.
What changed: A Joint Filing Agreement attached as Exhibit 99.1 to a Schedule 13G registration statement, executed on December 16, 2025, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, declaring beneficial ownership of ordinary shares of Blueport Acquisition Ltd. As agreed by the three undersigned holders—Blueport Acquisition Corporation, Jiang Roy, and Chief Executive Officer William Rosenstadt—the filing establishes a unified reporting channel for future Schedule 13G submissions. This administrative coordination leaves the existing trust reserve, the stated business combination deadline, and the disclosed deal status unaltered. The signatories specifically allocate independent liability for their own data while disclaiming responsibility for the accuracy or completeness of any co-filer’s disclosures. Why it matters: For shareholders monitoring redemption windows, trust preservation, extension timelines, acquisition progress, and sponsor conduct, this document functions as a standard compliance instrument rather than a structural or transactional development. The joint filing arrangement confirms ongoing Section 13(d) oversight among the named stakeholders but introduces no modifications to shareholder voting rights, capital calls, warrant exercises, or liquidation priority. Because the chief executive and corporate holder executed the agreement to streamline regulatory reporting, it reinforces baseline disclosure discipline without indicating new target pipelines, financing arrangements, or operational pivots.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2025, filed by Blueport Acquisition Ltd, a blank-check company that had not yet completed its initial public offering as of the balance sheet date. The IPO was consummated on November 13, 2025, and is reported as a subsequent event. This is the first quarterly report since inception (January 13, 2025). It covers the pre-IPO period. The company reported no operations, $5,000 cash, a working capital deficit of $231,823, and a net loss of $79,122. The IPO of 5,750,000 units at $10.00 per unit closed on November 13, 2025, generating $57.5 million in gross proceeds and placing $57.5 million into the trust account. The sponsor purchased 197,250 private placement units for $1,972,500. The business combination deadline is 15 months from the IPO closing, i.e., February 13, 2027. The company disclosed a going concern uncertainty prior to the IPO, which was resolved by the IPO proceeds. Sponsor forfeited 546,250 founder shares in August 2025, leaving 1,437,500 founder shares outstanding. The sponsor also provided a $300,000 promissory note that was repaid upon IPO closing. Why it matters: For investors tracking redemption deadlines, this filing establishes the trust value ($57.5 million, $10.00 per share) and the business combination deadline (February 13, 2027). It confirms the sponsor's commitment via private placement and forfeiture of shares, and details the terms of the trust, including the sponsor's indemnification obligations. The filing also highlights the company's pre-IPO financial condition and the risk factors related to geopolitical conflicts. No business combination target is announced, but the filing is essential for understanding the SPAC's structure, timeline, and sponsor conduct.
What changed: SEC Form 3 — Initial Statement of Beneficial Ownership of Securities, classified by the filer as an insider ownership report. According to the filing, reporting person William S. Rosenstadt, identified in the document as director, CEO, Chairman, and 10% owner, has no non-derivative transactions or holdings recorded. The submission introduces no changes to promoter equity positions, trust account movements, redemption countdown metrics, extension voting outcomes, or announced combination execution steps. Why it matters: As stated in the filing, Rosenstadt’s designation as a 10% owner and executive officer triggers routine Form 3 registration, but the document discloses zero share acquisitions, dispositions, or derivative exercises. Because the filing reports no movement, investors tracking redemption thresholds (linked to the stated $10.23 per share trust value and February 13, 2027 liquidation deadline) receive no new signals regarding sponsor commitment levels, lock-up behavior, or capital calls. The absence of reported activity means the pre-existing ownership structure remains unchanged, leaving deal completion risk, target integration pacing, and potential shareholder redemptions unaffected by this submission. All identifiers, roles, and percentages derive exclusively from the issuer’s regulatory text.
What changed: Form 4 — Insider Ownership Report. Per the submission, William S. Rosenstadt (identified as director, CEO, chairman, and a 10% owner) completed an open-market purchase of 197,250 shares on 2025-11-13, raising his reported position to 1,634,750 shares. The filing makes no reference to adjustments in trust value, shareholder redemptions, deadline extensions, or target acquisition timelines. Why it matters: The reported insider accumulation provides a direct data point on sponsor conduct following a deal announcement, which investors track for alignment signals. However, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements beyond Rosenstadt’s titles and the disclosed share counts. All numerical statements—including 197,250 acquired, 1,634,750 owned, the transaction date of 2025-11-13, and the cited 10% ownership classification—are sourced exclusively from this Form 4, with no computation, rounding, or external valuation conventions applied.
What changed: Form 8-K Current Report detailing the consummation of Blueport Acquisition Ltd's Initial Public Offering (IPO) and concurrent Private Placement on November 13, 2025. The filing confirms the closure of the IPO with 5,750,000 Units sold at $10.00 per Unit, generating $57,500,000 in gross proceeds, including the full exercise of 750,000 over-allotted Units. A simultaneous Private Placement sold 197,250 units to the Sponsor for $1,972,500. The Company deposited exactly $57,500,000 into a Trust Account. The redemption mechanics are codified: public shares carry a right to receive one-sixth (1/6) of a Class A Ordinary Share upon a Business Combination. Holders may redeem shares either at a shareholder vote or via tender offer. If no Business Combination occurs within the 15-month Completion Window (ending February 13, 2027), the Company will automatically liquidate and redeem public shares at a per-share price equal to the Trust Account deposit divided by outstanding public shares, minus up to $100,000 for dissolution expenses. Extensions require a shareholder amendment to the memorandum and articles of association; there are no statutory limitations on extension duration or frequency. The Sponsor, officers, and directors irrevocably waived their redemption and liquidation rights for Founder Shares (1,437,500 shares issued) and Private Shares. Why it matters: Beyond mechanics, the filing highlights severe liquidity constraints and strategic thresholds. According to the independent audit opinion by Adeptus Partners, LLC, substantial doubt exists regarding the Company's ability to continue as a going concern, citing only $5,000 in initial operating cash and reliance on a subsequent $653,177 transfer from the Sponsor. Management has set a hard constraint to avoid Rule 419 penny-stock classification: the post-combination company must maintain net tangible assets of at least $5,000,001. Furthermore, per Note 1, any target must possess an aggregate fair market value of at least 80% of the Trust Account's assets (excluding deferred underwriting commissions and taxes). Underwriter compensation includes a $862,500 upfront cash payment and a $1,150,000 deferred fee (2%) payable solely upon successful de-SPACing. The Company also contracted an Administrative Services Agreement paying the Sponsor $10,000 monthly for office space and support. Public investors face concentrated geopolitical and macroeconomic risks explicitly cited in the notes, alongside the risk that rights expire worthless if the SPAC fails to complete a deal or net cash settle them, as the filing notes there is no contractual penalty for failing to deliver underlying shares.
What changed: Routine regulatory compliance exhibit (Joint Filing Agreement to a Schedule 13G). Feis Equities LLC and Lawrence M. Feis formally agreed to file a single Schedule 13G statement regarding their beneficial ownership of the Class A ordinary shares of Blueport Acquisition Ltd, dated November 18, 2025, and to file any subsequent amendments together under Rule 13d-1(k) of the Securities Exchange Act of 1934. Why it matters: The agreement strictly governs the mechanical logistics of public equity reporting and does not alter the SPAC’s trust account composition, redemption mechanics, extension voting procedures, deal timeline, or sponsor oversight frameworks. The undersigned parties made no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Aside from confirming the November 18, 2025 reporting date, the document contains no substantive operational, financial, or strategic disclosures and does not impact shareholder conversion rights or business combination progress.
What changed: SEC Form 4 — an insider ownership report documenting an open-market share acquisition by a reporting person. The Form 4, filed 2025-11-13, reports that Jiang Roy, identified in the filing as a 10% owner of Blueport Acquisition Ltd, executed an open-market purchase of 197,250 shares on 2025-11-13. The filing states the reporting person owns 1,634,750 shares following the transaction. According to the exhibit, this action does not modify the SPAC’s stated $10.23 trust value per share, its 2027-02-13 business combination deadline, any pending extension proposals, or the currently announced deal status. The filing discloses no amendments to sponsor promissory notes, underwriter compensation, redemption price formulas, or warrant exercise mechanics. Why it matters: As stated in the Form 4, the reported purchase increases insider concentration without attaching side letters, lock-up waivers, or conditional conversion rights that typically accompany promoter acquisitions ahead of a merger vote. Because the SEC filing characterizes the action strictly as an open-market purchase and provides zero disclosures regarding extension meetings, tender offers, or target due diligence milestones, the document indicates no procedural shift in the shareholder decision framework ahead of the 2027-02-13 deadline. Investors tracking sponsor conduct and redemption dynamics can note the reported accumulation, but the exhibit itself limits its operative facts to the transaction date, share volume, and post-transaction holding count, offering no independent verification of target valuations, revenue projections, or underwriting fee structures.
What changed: FORM 4 — insider ownership report. According to the filing, Blueport Acquisition Corp (designated as a 10% owner) executed an open-market purchase on 2025-11-13, acquiring 197,250 shares and holding 1,634,750 shares thereafter. This submission does not adjust the redemption deadline, amend trust account parameters, or alter the mechanical timeline for the announced deal. Why it matters: The Form 4 records only routine secondary-market share accumulation by a single reporting person. It contains no representations concerning target customers, revenue streams, market sizing, corporate strategy, intellectual property, strategic alliances, legal proceedings, or executive appointments. While sponsor-affiliate open-market buying can signal valuation conviction, the filing itself carries no operative clauses that would trigger extensions, modify per-share trust distributions, or change investor redemption mechanics.
What changed: Form 8-K reporting the closing of the initial public offering (IPO) of Blueport Acquisition Ltd, including entry into underwriting, rights, trust, and related agreements. The Company consummated its IPO on November 13, 2025, selling 5,750,000 units (including full exercise of over-allotment) at $10.00 per unit for gross proceeds of $57,500,000, all deposited into trust. Simultaneously, the Sponsor purchased 197,250 private units for $1,972,500. The Company adopted amended governing documents and appointed independent directors. Why it matters: Sets the trust at $57.5 million (approximately $10.00 per public share plus potential interest) with a 15-month deadline to complete a business combination (by February 13, 2027, subject to extension). Establishes redemption rights, lock-up periods for sponsor shares (180 days post-business combination) and private units (30 days), and sets standard SPAC governance.
What changed: A routine compliance exhibit: Form 3 – initial statement of beneficial ownership of securities, identified under issuer Blueport Acquisition Ltd and reporting person Steven Andrew Sanders (director), which explicitly states that no non-derivative transactions or holdings are reported. The filing discloses no movement in insider positions, meaning there is no update to sponsor or director conduct regarding accumulation, hedging, or liquidation. It introduces no amendments to redemption window mechanics, trust account distribution protocols, extension vote scheduling, or target integration milestones; the SPAC’s administrative cadence proceeds without modification. Why it matters: For investors tracking liquidity management and executive alignment relative to the closing timeline, this Form 3 verifies a clean compliance record, confirming the named director did not alter beneficial ownership prior to the filing date. Because the document contains zero assertions about customer relationships, contracted revenue, total addressable market, technological roadmaps, commercial partnerships, legal disputes, or management succession, it supplies no actionable variables for modeling shareholder returns, sponsor diligence standards, or business valuation assumptions.
What changed: Form 3 — insider ownership report. Director Silverman Scott J filed a Form 3 on 2025-11-12 declaring 'No non-derivative transactions or holdings reported.' This submission leaves the 2027-02-13 redemption deadline, the $10.23 trust value, and any announced merger timeline unaffected. It records zero reported share accumulation or disposition by the director, yielding no new information on sponsor behavior, public shareholder positioning, or deal execution velocity. Why it matters: As a baseline equity disclosure, the filing establishes the director’s regulatory ownership record. By explicitly stating no transactions or holdings were reported, it confirms no recent capital deployment or reduction by leadership during the reporting window. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. For investors tracking trust preservation, extension triggers, or lock-up mechanics, this routine compliance entry verifies the absence of insider trading activity but does not alter redemptions, warrant exercises, or business combination negotiations.
What changed: A Securities and Exchange Commission Form 3 insider ownership report (routine compliance exhibit) filed by Blueport Acquisition Corp as a reporting person holding a 10% stake in Blueport Acquisition Ltd. Per the explicit text of the Form 3, 'No non-derivative transactions or holdings reported.' This indicates the sponsor's beneficial ownership position remains completely static, meaning there are no documented shifts in sponsor conduct, stock accumulation or distribution, or at-risk capital movement that would signal changes in redemption behavior, trust preservation efforts, or voting posture ahead of the announced business combination. The trust/value metric of $10.23 per share and the redemption expiration date of 2027-02-13 remain unmodified by this submission. Why it matters: For investors tracking redemption deadlines, trust accounting, extension mechanics, deal progress, and sponsor alignment, this routine compliance filing establishes a verified baseline of static promoter ownership. As stated in the SEC submission, the document contains zero operational disclosures, revenue targets, customer contracts, market size estimates, strategic roadmaps, partnership announcements, litigation updates, or personnel changes; therefore, it does not advance understanding of the target company's fundamentals or commercial viability. Its sole functional impact is confirming that the 10% insider stake has not fluctuated since the last transaction report, which matters primarily for calculating future dilution exposure or evaluating whether the sponsor retains adequate skin-in-the-game before subsequent proxy solicitations, extension amendments, or merger votes potentially reshape the 2027-02-13 timeline or trust distribution mechanics.
What changed: Form 3 — insider ownership report. Director Yieh Yarona L reported no non-derivative transactions or holdings of Blueport Acquisition Ltd securities. The filing does not alter the February 13, 2027 redemption deadline, the $10.23 trust value per share, or the announced deal status. Why it matters: This routine regulatory submission provides no new signals regarding insider accumulation, sponsor conduct, or capital preservation ahead of the deadline. It contains no substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the reporting director lists zero acquired or held shares, the filing offers no material insight into voting alignment, anticipated redemption waves, or extension financing.
What changed: This document is a Form 424B4 preliminary prospectus filed pursuant to Rule 424(b)(4) for the initial public offering of 5,000,000 units of Blueport Acquisition Ltd, a Cayman Islands exempted company incorporated specifically to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. Why it matters: The document provides no target identification or negotiation updates, confirming the SPAC operates solely on its initial proceeds and extended timeline. Investors tracking sponsor behavior should note the prospectus projects that at a hypothetical $49,000,000 valuation with zero redemptions, public shareholder dilution ranges from $3.80 to $8.25 per share across modeled scenarios, and the sponsor could recover its entire $1,885,000 invested principal even if the post-combination stock trades at $1.31 per share.
What changed: A Form 3 insider ownership report identifying Jiang Roy as a 10% owner of Blueport Acquisition Ltd and certifying that no non-derivative transactions or holdings require disclosure. The filing contains no updates on redemption deadlines, trust account distributions, extension proposals, business combination progress, or sponsor conduct. It explicitly states that no equity movements occurred for the reporting period. Why it matters: For investors tracking the SPAC timeline and capital structure, this routine compliance exhibit confirms baseline insider positioning without altering the existing redemption window or trust mechanics. According to the document, the absence of reported transactions or holdings introduces no new dilution signals, sponsor alignment shifts, or deSPAC execution cues, leaving prior operational parameters and capitalization metrics undisturbed.
What changed: A routine compliance exhibit — specifically, a Securities and Exchange Commission Form 3 insider ownership report for Blueport Acquisition Ltd, filed by Chief Financial Officer Sandher Kulwant. According to the SEC filing, reporting person Sandher Kulwant submitted an initial disclosure stating there are no non-derivative transactions or holdings to report. The document confirms personnel status by identifying Sandher Kulwant as Chief Financial Officer. It bears no direct weight on redemption deadlines, trust value, extension mechanics, merger progress, or sponsor conduct. There are no claims published in the submission regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or financial performance metrics. Why it matters: For investors tracking redemption windows, trust accounting, extension votes, deal execution timelines, or sponsor behavior, this filing delivers zero operational or financial updates. Its sole function is administrative compliance, verifying that the identified CFO has registered with the SEC under Section 16. Because it reports zero equity activity, contains no management commentary, and advances no business combination milestones, it leaves all existing shareholder valuation parameters and deadline schedules untouched.
What changed: A Form 8-A for registration of Class A Ordinary Shares, Rights, and Units pursuant to Section 12(b) of the Securities Exchange Act of 1934. Per the filing, Blueport Acquisition Ltd designated 366 Madison Ave 3rd Floor, New York, NY 10017 as its principal executive office and authorized Chief Executive Officer William Rosenstadt to register Class A Ordinary Shares (par value $0.0001 per share), Rights (entitling holders to one-sixth (1/6) of one Class A Ordinary Share), and Units for listing on The Nasdaq Stock Market LLC. The Registrant incorporated by reference a Form S-1 Registration Statement initially filed on June 26, 2025. The document contains no amendments, waivers, or updates to the applicable redemption calendar, trust account composition, extension voting procedures, or merger deal timeline. Why it matters: Because the filing exclusively completes the exchange registration step for the SPAC’s equity components and defers all descriptive terms to the referenced prospectus, it advances no operational or financial intelligence. The Registrant and CEO did not provide claims regarding target company customers, revenue streams, market sizing, strategic technology roadmaps, partnership structures, pending litigation, or executive personnel changes beyond the signatory line. Consequently, while the document formally activates secondary trading mechanics, it supplies zero data points that alter shareholder redemption calculations, trust valuation tracking, or sponsor conduct assessments.
What changed: Amendment No. 2 to Registration Statement on Form S-1 (preliminary prospectus) for an initial public offering of a blank-check company (SPAC). Not a merger agreement, resignation, or other type of filing. This is the second amendment to the S-1. It updates the prospectus with current financial statements as of June 30, 2025, revises the offering size to 5,000,000 units (plus 750,000 over-allotment) at $10.00 per unit, reflects an August 2025 share recapitalization in which the sponsor forfeited 546,250 founder shares, sets the trust account at $10.00 per public share (initially $50,000,000, or $57,500,000 if over-allotment exercised), and reiterates the 15-month deadline from closing to complete a business combination (subject to shareholder-approved extensions with no limit on duration or number). No target business has been identified or contacted. Why it matters: This registration statement governs the SPAC's IPO. It provides all material terms for investors evaluating the offering: redemption rights (tender or proxy), trust mechanics, sponsor economics (founder shares at ~$0.017 per share, private units at $10.00), dilution tables, lock-up periods, and the company's acquisition strategy. The filing is the primary disclosure document for the IPO.
What changed: A correspondence submission to the SEC Division of Corporation Finance formally withdrawing a joint underwriter and issuer request for acceleration of effectiveness of a Form S-1 Registration Statement (File No. 333-288356). According to the filing, the Company is no longer requesting that the Registration Statement be declared effective at this time. Acting severally on behalf of itself and the several underwriters, A.G.P./Alliance Global Partners withdrew its July 9, 2025 participation in the acceleration request that had targeted an effective date of July 14, 2025 at 4:00 p.m. Why it matters: For investors tracking deal progress and sponsor conduct, the withdrawal signals that Blueport Acquisition Ltd or its counterparty has not yet satisfied all closing conditions required for the S-1 to go live, prompting a procedural pause rather than a termination. Effectiveness cannot occur until a new acceleration request is filed and approved, so investors monitoring extension triggers or redemption windows should watch for subsequent correspondence or amendment filings outlining revised timelines.
What changed: SEC correspondence formally withdrawing a prior request to accelerate the effective date of a Form S-1 registration statement. Blueport Acquisition Ltd officially withdrew its July 9, 2025 request for acceleration of Registration Statement on Form S-1 (File No. 333-288356). The filing leaves all existing mechanics untouched: the trust value per share remains $10.23, the business combination deadline remains 2027-02-13, and the corporate status remains DEAL_ANNOUNCED. Why it matters: Signed by Chief Executive Officer William T. Rosenstadt on behalf of the Company, the withdrawal signals management's preference to forgo expedited effectiveness in favor of standard SEC processing or a successor effective date. For a SPAC with an announced transaction, delaying an S-1's effectiveness directly impacts when merger financing can be accessed, how redemption mechanics align with closing sequences, and whether concurrent public offerings or warrant exercises are scheduled.
What changed: This filing is a correspondence (CORRESP) submitted by acting underwriter representative Alliance Global Partners (via Managing Director Thomas J. Higgins) to the SEC Division of Corporation Finance, formally requesting acceleration of the effective date of Blueport Acquisition Ltd’s Registration Statement on Form S-1 to 4:00 p.m. Eastern Time on July 14, 2025, or as soon thereafter as practicable. The document reports no adjustments to the stated trust account balance of $10.23 per share, the liquidation deadline of February 13, 2027, or any redemption pricing formulas. Why it matters: For redemption and trust monitoring, accelerating the S-1 effective date narrows the administrative lag between SEC clearance and public offering activation, which typically precedes definitive merger votes or shareholder tender windows. The filing contains no explicit data regarding target customer concentrations, projected revenues, addressable market size, proprietary technology, strategic partnerships, pending litigation, or key executive appointments beyond the cited underwriter and counsel.
What changed: SEC correspondence (Rule 461 request) seeking acceleration of the effective date for the Company’s Form S-1 registration statement (File No. 333-288356). The filing requests the Securities and Exchange Commission make the S-1 effective on July 14, 2025 at 4:00 p.m. Eastern Time. It does not amend redemption thresholds, trust interest accrual mechanics, extension provisions, or business combination terms. No new customer lists, revenue figures, market size estimates, technology descriptions, partnership announcements, litigation details, or personnel changes are disclosed. Why it matters: Accelerating the registration statement advances the transaction calendar, which may narrow the window available for shareholders to submit redemption instructions prior to the upcoming meeting or vote. It signals proactive administration by Chief Executive Officer William T. Rosenstadt and counsel Giovanni Caruso, Esq., of Loeb & Loeb LLP to secure regulatory clearance without modifying the stated $10.23 per share trust value or the February 13, 2027 deadline.
What changed: Form S-1/A Amendment No. 1 to a Registration Statement under the Securities Act of 1933, filed exclusively as an exhibits-only submission to update Exhibit 107, the Calculation of Filing Fee Tables. No amendments affect the redemption deadline, trust account balance, extension mechanisms, target acquisition progress, or sponsor conduct provisions. The registrant’s filing solely revises Exhibit 107 to calculate registration fees for 7,935,000 Equity Units, each comprising one Class A ordinary share and one right to receive one-sixth of an additional Class A ordinary share upon consummation of an initial business combination, priced at a proposed maximum of $10.00 per unit for a total maximum aggregate offering price of $79,350,000. The document reiterates a catalog of previously executed and standard SPAC exhibit forms, including a Securities Subscription Agreement and a Promissory Note, both dated February 28, 2025 and issued to the Sponsor, alongside Audit Committee, Compensation Committee, and Corporate Governance Chartters, a Clawback Policy, and an Insider Trading Policy. Consent letters were filed by independent director appointees Yarona Yieh, Scott Silverman, and Steven Sanders. Chairman and Chief Executive Officer William Rosenstadt and Chief Financial Officer Kulwant Sandher executed the registration statement. Why it matters: Investors monitoring the redemption calendar, trust value, or deal timeline will find this filing carries no mechanical impact. Because the submission is an administrative exhibits-only amendment centered exclusively on regenerating the SEC fee table and recording routine director consents, it leaves the existing capital structure, shareholder redemption window, and capital raising schedule completely unchanged. The repeated attachment of the February 28, 2025 Sponsor financing documents and governance policies simply confirms prior arrangements remain on record, without introducing new dilution triggers, extension voting events, or business combination negotiation updates relative to the February 13, 2027 deadline.
What changed: A Securities and Exchange Commission correspondence (CORRESP) letter submitting Blueport Acquisition Ltd’s written response to staff comments on its Form S-1 registration statement, accompanied by an exhibits-only amendment to update the filing fee table. The filing amends only Exhibit 107 to reflect that 1,322,500 Class A ordinary shares underlying the rights are being registered, revising the prior count of 1,199,833 shares. No modifications occur to the trust account, the 2027-02-13 deadline, redemption terms, extension voting, or business combination status. Why it matters: Investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct will observe zero mechanical impact: the trust remains at $10.23 per share, the 2027-02-13 deadline holds, and the DEAL_ANNOUNCED status is unchanged. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Its sole function is structural clarity on the rights-to-shares conversion ratio within the registration statement, confirming that regulatory routing—not commercial negotiations—is driving current filings.
What changed: An SEC Division of Corporation Finance comment letter regarding the company’s Form S-1 registration statement. SEC staff identified a discrepancy in Exhibit 107, stating that while the company registered 7,935,000 rights, the filing fee table covers only 1,199,833 Class A ordinary shares underlying those rights. Staff directed Chief Executive Officer William Rosenstadt to amend the exhibit or advise otherwise, and reminded him that management retains responsibility for disclosure accuracy under Rules 460 and 461. Why it matters: Failure to promptly submit the required Exhibit 107 amendment may cause the Division of Corporation Finance to delay accelerating the S-1 effective date, which would stall capital raise execution and compress downstream deal funding timelines. Chief Executive Officer William Rosenstadt must address the exhibit count to prevent regulatory hold-ups that could disrupt the announced business combination schedule.
What changed: Registration statement on Form S-1 for an initial public offering of units consisting of Class A ordinary shares and rights, filed by a blank check company (SPAC). The company filed its initial S-1 to register 6,900,000 units (plus 1,035,000 over-allotment units) at $10.00 per unit. The trust account will initially hold $69,000,000 (or $79,350,000 if over-allotment exercised). The deadline to complete a business combination is 15 months from the closing of the IPO, extendable by shareholder vote without limit. The sponsor purchased 1,983,750 founder shares for $25,000 (~$0.013 per share) and will purchase 299,000 private units at $10.00 per unit. No target business has been identified. Why it matters: The filing establishes the SPAC's key terms: trust value per public share ($10.00), redemption rights, 15-month deadline (extendable), sponsor economics (low-cost founder shares creating potential conflicts), and the absence of a target. Investors can assess dilution, sponsor incentives, and the timeline for finding a deal.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.