8-K
Blueport Acquisition Ltd (BPAC)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 5, 2026
Date
of Report (Date of earliest event reported)
Blueport Acquisition Ltd
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | N/A | |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
| 366 Madison Ave 3rd Floor New York, NY | 10017 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: (212) 829-8937
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Ordinary Shares, par value of $0.0001 per share | BPAC | The<br> Nasdaq Stock Market LLC |
| Rights, each entitling the holder to receive one-sixth (1/6) of one Class A Ordinary Share | BPACR | The<br> Nasdaq Stock Market LLC |
| Units, each consisting of one Class A Ordinary Share and one Right to receive one-sixth (1/6) of one Class A Ordinary Share | BPACU | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01.Other Events.
On January 5, 2026, Blueport Acquisition Ltd (the “Company”) announced that, on or about January 6, 2026, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and rights included in the Units. Each Unit consists of one Class A ordinary share and one right to receive one-sixth (1/6) of one Class A ordinary share upon the consummation of an initial business combination. Any Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “BPACU.” Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “BPAC” and “BPACR,” respectively. Holders of Units will need to have their brokers contact VStock Transfer, LLC, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and rights.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 5, 2026
| Blueport<br> Acquisition Ltd | |
|---|---|
| By: | /s/ William Rosenstadt |
| Name: | William<br> Rosenstadt |
| Title: | Chief<br> Executive Officer |
2
Exhibit 99.1
Blueport AcquisitionLtd Announces the Separate Trading of its Class A Ordinary Shares and RightsCommencing January 6, 2026
New York, January5, 2026 – Blueport Acquisition Ltd (Nasdaq: BPACU) (the “Company”) today announced that, commencing January 6, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and rights included in the units.
No fractional rights will be issued upon separation of the units and only whole rights will trade. The Class A ordinary shares and rights that are separated will trade on The Nasdaq Capital Market under the symbols “BPAC” and “BPACR,” respectively. Those units not separated will continue to trade on The Nasdaq Capital Market under the symbol “BPACU.” Holders of units will need to have their brokers contact VStock Transfer, LLC, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and rights.
A registration statement on Form S-1 relating to the securities (File No. 333-288356) was previously filed with the Securities and Exchange Commission (“SEC”) and became automatically effective on November 10, 2025 pursuant to Section 8(a) of the Securities Act of 1933, as amended. This offering was made only by means of a prospectus forming part of the effective registration statement. Copies of the final prospectus, may be obtained on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus, may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitutean offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state orother jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securitieslaws of any such state or other jurisdiction.
About Blueport Acquisition Ltd
The Company is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company intends to conduct a search for target businesses without being limited by a particular industry. The Company is led by Mr. William Rosenstadt, the Company’s Chief Executive Officer, and Mr. Kulwant Sandher, the Company’s Chief Financial Officer.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering (“IPO”) and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.