UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-42947

Blueport Acquisition Ltd

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

366 Madison Ave 3rd Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 489-2110

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 Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-sixth (1/6) of one Class A Ordinary Share	BPACR	The 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 Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

As of December 17, 2025, there were 5,947,250 Class A ordinary shares and 1,437,500 Class B ordinary shares of the registrant issued and outstanding.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Unaudited Condensed Balance Sheet as of September 30, 2025	1
	Unaudited Condensed Statement of Operations for the Period from January 13, 2025 (Inception) through September 30, 2025	2
	Unaudited Condensed Statement of Changes in Shareholder’s Deficit for the Period from January 13, 2025 (Inception) through September 30, 2025	3
	Unaudited Condensed Statement of Cash Flows for the Period from January 13, 2025 (Inception) through September 30, 2025	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	19
Item 1A.	Risk Factors.	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	Mine Safety Disclosures.	19
Item 5.	Other Information.	19
Item 6.	Exhibits.	20

	September 30, 2025
ASSETS	(Unaudited)
Current Assets
Cash	$	5,000
Total Current Assets		5,000

Deferred offering costs		177,701
Total Assets	$	182,701

LIABILITIES AND SHAREHOLDER’S DEFICIT
Current liabilities
Due to related party	$	5,000
Accounts payable		25,000
Promissory note - related party		206,823
Total Current Liabilities		236,823

Commitments and Contingencies (Note 6)

Shareholder’s Deficit
Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; none issued and outstanding		-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1,437,500 shares issued and outstanding⁽¹⁾		144
Additional paid-in capital		24,856
Accumulated deficit		(79,122	)
Total Shareholder’s Deficit		(54,122	)
Total Liabilities and Shareholder’s Deficit	$	182,701

	For the Three Month Ended September 30, 2025			For the Period from January 13, 2025 (Inception) Through September 30, 2025
Formation and operating costs	$	33,070		$	79,122
Net loss	$	(33,070	)	$	(79,122	)

Basic and diluted weighted average shares outstanding⁽¹⁾		1,250,000			1,029,693
Basic and diluted net loss per ordinary shares	$	(0.03	)	$	(0.08	)

					Additional					Total
	Ordinary Shares				Paid-in		Accumulated			Shareholder’s
	Shares		Amount		Capital		Deficit			Deficit
Balance–January 13, 2025 (Inception)		-	$	-	$	-	$	-		$	-
Class B ordinary shares issued to the Sponsor⁽¹⁾		1,437,500		144		24,856		-			25,000
Net loss		-		-		-		(9,052	)		(9,052	)
Balance–March 31, 2025		1,437,500	$	144	$	24,856	$	(9,052	)	$	15,948
Net loss		-		-		-		(37,000	)		(37,000	)
Balance–June 30, 2025		1,437,500	$	144	$	24,856	$	(46,052	)	$	(21,052	)
Net loss		-		-		-		(33,070	)		(33,070	)
Balance–September 30, 2025		1,437,500	$	144	$	24,856	$	(79,122	)	$	(54,122	)

Cash Flows from Operating Activities:
Net loss	$	(79,122	)
Changes in operating assets and liabilities:
Accounts payable		25,000
Net cash used in operating activities		(54,122	)

Cash Flows from Financing Activities:
Advance from related party		5,000
Payment of operating expenses via advance from a related party		54,122
Net cash provided by financing activities		59,122

Net Change in Cash		5,000
Cash – beginning of the period		-
Cash – end of the period	$	5,000

Supplemental disclosure of non-cash information:
Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares	$	25,000
Deferred offering costs paid by Sponsor under amount due to a related party	$	152,701

	Level 1 —	Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

	Level 2 —	Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

	Level 3 —	Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Exhibit No.		Description
31.1*		Certification of the Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

	Blueport Acquisition Ltd

December 17, 2025	By:	/s/ William Rosenstadt
		Name: William Rosenstadt
		Title: Chief Executive Officer (Principal Executive Officer)

December 17, 2025	By:	/s/ Kulwant Sandher
		Name: Kulwant Sandher
		Title: Chief Financial Officer (Principal Financial Officer)

*	Filed herewith
**	Furnished herewith