BPAC

Business Context and Reporting Period

Company: Blueport Acquisition Ltd (BPAC)

Reporting Period: Fiscal year ended December 31, 2025 (Inception: January 13, 2025)

Business Type: Cayman Islands exempted company formed as a "blank check" Special Purpose Acquisition Company (SPAC).

Current Status: The Company has not commenced any operations. All activities from inception through December 31, 2025, were related to formation, the Initial Public Offering (IPO), and identifying a target for a Business Combination. The Company is an Emerging Growth Company and a Smaller Reporting Company.

Key Financial Metrics

Material Changes and IPO Details

The Company consummated its IPO on November 13, 2025, marking the primary financial event of the period.

• IPO Proceeds: Sold 5,750,000 Units (including full exercise of 750,000 over-allotment units) at $10.00 per Unit, generating gross proceeds of $57,500,000.
• Private Placement: Simultaneously sold 197,250 Private Placement Units to the Sponsor at $10.00 per Unit, generating $1,972,500.
• Trust Account Funding: $57,500,000 was deposited into the Trust Account immediately upon IPO closing.
• Transaction Costs: Total costs of $2,435,201, comprising $862,500 in cash underwriting commissions, $1,150,000 in deferred underwriting fees, and $422,701 in other offering costs.
• Share Structure: As of February 26, 2026, 5,947,250 Class A ordinary shares and 1,437,500 Class B ordinary shares were issued and outstanding.

Outlook, Risks, and Management Commentary

Business Combination Timeline: The Company has 15 months from the IPO closing (until February 13, 2027) to complete an initial Business Combination. If unsuccessful, the Company will liquidate and redeem public shares.

Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company lacks sufficient financial resources to sustain operations for a reasonable period (one year) without completing a Business Combination or raising additional capital.

Liquidity: Working capital needs are currently met by funds held outside the Trust Account ($480,852 cash). The Sponsor may provide working capital loans up to $1,500,000, which may be convertible into units.

Risks:

• Target Selection: No target business has been identified. The Company must acquire a target with a fair market value of at least 80% of the Trust Account balance.
• Extension: The completion window may be extended by shareholders, but there are no limitations on the duration or number of extensions.
• Conflicts of Interest: Officers and directors have other business affiliations and may have conflicts in selecting a target.
• Legal Jurisdiction: As a Cayman Islands company, enforcement of U.S. securities laws judgments may be difficult.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance in the Trust Account ($57.78M) and confirm it is invested solely in U.S. government treasury bills or money market funds as required.
• Going Concern Status: Assess the Company's ability to fund operations for the next 12 months given the "substantial doubt" disclosure and limited cash outside the Trust.
• Extension Provisions: Review the Amended and Restated Memorandum and Articles of Association regarding the mechanics and shareholder approval requirements for extending the 15-month completion window.
• Deferred Fees: Confirm the $1,150,000 deferred underwriting fee obligation and its impact on net tangible assets upon a potential Business Combination.
• Related Party Transactions: Monitor the $10,000/month administrative fee paid to the Sponsor and potential working capital loans up to $1.5M.