Blueport Acquisition Ltd S-1/A, filed Jul 8, 2025
Blueport Acquisition Ltd (BPAC)
As filed with the U.S. Securities and Exchange Commission on July 7, 2025.
Registration No. 333-288356
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
FORM S-1/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Blueport Acquisition Ltd
(Exact name of registrant as specified in its constitutional documents)
| Cayman Islands | 6770 | N/A | ||
| (State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
366 Madison Ave 3rd Floor
New York, NY 10017
212-829-8937
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
William Rosenstadt
Chief Executive Officer
c/o Blueport Acquisition Ltd
366 Madison Ave 3rd Floor
New York, NY 10017
212-829-8937
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 212-407-4000 |
Robert H. Cohen, Esq. McDermott Will & Emery LLP One Vanderbilt Avenue New York, NY 10017-3852 212-547-9000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Blueport Acquisition Ltd is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-288356) as an exhibits-only filing to file an amended Exhibit 107. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has been omitted.
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Part II
Information not required in prospectus
Item 16. Exhibits and Financial Statement Schedules.
| (a) | The following exhibits are filed as part of this Registration Statement: |
| * | Previously filed |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, United States of America, on July 7, 2025.
| Blueport Acquisition Ltd | ||
| By: | /s/ William Rosenstadt | |
| Name: | William Rosenstadt | |
| Title: | Chairman and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities on July 7, 2025.
| Name | Position | |
| /s/ William Rosenstadt | Chairman and Chief Executive Officer | |
| William Rosenstadt | (principal executive officer) | |
| /s/ Kulwant Sandher | Chief Financial Officer | |
| Kulwant Sandher | (principal financial officer and principal accounting officer) |
Authorized representative IN THE UNITED STATES
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Blueport Acquisition Ltd, in New York, New York, on the 7th day of July 2025.
| By: | /s/ William Rosenstadt | |
| Name: | William Rosenstadt | |
| Title: | Chairman and Chief Executive Officer |
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