SCHEDULE: Blueport Acquisition Sponsor Discloses 22.14% Stake

Blueport Acquisition Corporation and its principals, William Rosenstadt and Roy Jiang, have disclosed a combined beneficial ownership of 22.14% of Blueport Acquisition Ltd's Class A Ordinary Shares.

Summary

• Blueport Acquisition Corporation (the "Sponsor"), along with its principals William Rosenstadt and Roy Jiang, collectively beneficially own 1,634,750 Ordinary Shares of Blueport Acquisition Ltd.
• This represents 22.14% of the total Class A Ordinary Shares outstanding, based on 7,384,750 shares as of November 10, 2025.
• The ownership comprises 197,250 Class A Ordinary Shares and 1,437,500 Class B Ordinary Shares.
• Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of an initial business combination or earlier at the holder's option.
• The 197,250 Class A Ordinary Shares were acquired as part of private units, each including a right to receive one-sixth (1/6th) of one Class A ordinary share upon the initial business combination.
• These rights, totaling 32,875 underlying Class A Ordinary Shares, are excluded from the current beneficial ownership count and will convert automatically upon the business combination.
• If the initial business combination is not consummated within the specified timeframe, these rights will expire and become worthless.

Sentiment

Score: 6

Explanation: The filing is a standard disclosure of significant beneficial ownership by the SPAC sponsor and its principals. It provides clarity on the ownership structure and the conditions for share conversion, which is neutral to slightly positive as it confirms sponsor alignment, but also highlights the inherent risks of a SPAC if a business combination is not completed.

Positives

• The Sponsor and its principals hold a significant stake (22.14%), indicating strong alignment of interests with the company's success in completing a business combination.
• The conversion of Class B shares and rights upon a business combination provides a clear path for these shares to become publicly tradable Class A shares.

Negatives

• The rights associated with the private units will expire and become worthless if an initial business combination is not consummated within the applicable time period.

Risks

• Failure to consummate an initial business combination within the specified timeframe would result in the expiration and worthlessness of the rights underlying 32,875 Class A Ordinary Shares.
• The conversion of Class B Ordinary Shares and rights into Class A Ordinary Shares is contingent upon the consummation of a business combination, introducing uncertainty.

Future Outlook

The conversion of Class B Ordinary Shares and associated rights into Class A Ordinary Shares is contingent upon the consummation of an initial business combination. The success of the company's initial business combination is a key forward-looking event.

Management Comments

• Mr. Jiang disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.
• Mr. Rosenstadt disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.

Industry Context

This filing is typical for a Special Purpose Acquisition Company (SPAC) where the sponsor holds a significant stake, often in different classes of shares, which convert upon the completion of a de-SPAC transaction (business combination). The structure of Class B shares and rights is common in SPACs to incentivize the sponsor to find and complete a suitable merger target.

Comparison to Industry Standards

• The 22.14% beneficial ownership by the sponsor group is a substantial stake, common for SPAC sponsors who typically receive founder shares (often Class B) and private placement units to align their interests with public shareholders.
• The structure of Class B shares converting to Class A upon a business combination is a standard mechanism in SPACs, similar to those seen in other SPACs where sponsor economics are tied to deal completion.
• The inclusion of rights in private units, which convert into a fraction of a Class A share upon business combination, is also a common feature in SPAC private placements, designed to provide additional upside to early investors.

Corporate Governance

Related Party Transactions

• Blueport Acquisition Corporation (the "Sponsor") is beneficially owned 50% by William Rosenstadt and 50% by Roy Jiang, who are also reporting persons.
• The Sponsor acquired 197,250 Class A Ordinary Shares as part of private units through a Private Units Subscription Agreement with Blueport Acquisition Ltd.

Stakeholder Impact

• Shareholders: The significant ownership by the Sponsor and its principals aligns their interests with other shareholders in seeking a successful business combination. The terms of Class B share conversion and rights conversion are important for understanding potential dilution and future share structure.
• Management: William Rosenstadt and Roy Jiang, as principals of the Sponsor, have a direct financial interest in the successful completion of a business combination.

Next Steps

• Consummation of an initial business combination by Blueport Acquisition Ltd.
• Conversion of Class B Ordinary Shares into Class A Ordinary Shares upon the business combination.
• Conversion of rights (from private units) into Class A Ordinary Shares upon the business combination.

Key Dates

Recommendation

This filing is a routine disclosure of beneficial ownership by the SPAC sponsor and its principals. It confirms the existing capital structure and sponsor incentives, which are standard for a SPAC. It does not present new information that would warrant a change in investment strategy, but rather provides transparency on a significant stakeholder's position. The investment decision for a SPAC primarily hinges on the prospects of its future business combination, which is not detailed here.

Keywords

Blueport Acquisition Ltd, Schedule 13G, Beneficial Ownership, Class A Ordinary Shares, Class B Ordinary Shares, SPAC, Special Purpose Acquisition Company, William Rosenstadt, Roy Jiang, Sponsor, Private Units, Business Combination, SEC Filing