SecProbe.io

May 6, 2025
William Rosenstadt
Chief Executive Officer
Blueport Acquisition Ltd
366 Madison Ave 3rd Floor
New York, NY 10017
Re:Blueport Acquisition Ltd
Draft Registration Statement on Form S-1
Submitted April 9, 2025
CIK No. 0002064177
Dear William Rosenstadt:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted April 9, 2025
Cover Page
1.In the fifth paragraph where you discuss your amended and restated memorandum and
articles of association, please revise your cross-reference to further discussion in the
Summary on certain limitations on redemption rights, as we are unable to locate the
disclosure that you have cross-referenced. In addition, please expand to disclose the
$5,000,001 net tangible asset requirement, as you discuss on page 68 and elsewhere.
See Item 1602(a)(2) of Regulation S-K.

May 6, 2025
Page 2
Prospectus Summary
Terms of Rights, page 14
2.Please revise here and elsewhere as appropriate to reconcile your disclosure that each
unit consists of one right to receive one-sixth (1/6) of one Class A ordinary share, with
your disclosure that holders must hold rights in multiples of seven in order to receive
shares for all of their rights.
Redemption of Public Shares and Liquidation if no business combination, page 22
3.We note your disclosure that you may seek shareholder approval to amend your
amended and restated memorandum and articles of association to extend the date by
which you must consummate your initial business combination. Please expand to
disclose any limitations on extensions, including the number of times. See Item
1602(b)(4) of Regulation S-K.
Risk Factors
Risks Associated with Our Business, page 30
4.We note your disclosure on page 12 that in order to facilitate your initial business
combination or for any other reason determined by your sponsor in its sole discretion,
your sponsor may surrender or forfeit, transfer or exchange your initial shares, private
units or any of your other securities, including for no consideration, as well as subject
any such securities to earn-outs or other restrictions, or otherwise amend the terms of
any such securities or enter into any other arrangements with respect to any such
securities. Please add risk factor disclosure about risks that may arise from the sponsor
transferring ownership of securities of the SPAC. For example, if true, highlight that
the sponsor may remove itself as your sponsor before identifying a business
combination. Address the consequences of such removal to the company's ability to
consummate an initial business combination, including that any replacement sponsor
could have difficulty finding a target.
We may issue additional ordinary or preferred shares or debt securities to complete a business
combination . . . ,, page 33
5.We note your disclosure that you may issue additional ordinary or preferred shares to
complete a business combination. Please expand your disclosures to clearly disclose
the impact to you and investors, including that the arrangements result in costs
particular to the de-SPAC process that would not be anticipated in a traditional IPO. If
true, disclose that the agreements are intended to ensure a return on investment to the
investor in return for funds facilitating the sponsor’s completion of the business
combination or providing sufficient liquidity.
Our rights agreement will designate the courts of the State of New York . . . ,, page 36
6.Please revise to reconcile your disclosure regarding whether the exclusive forum
provisions of your rights agreement will apply to suits brought under the Securities
Act.

May 6, 2025
Page 3
Dilution, page 67
7.Please present the percent of dilution to public shareholders in your tabular
disclosures on pages 68 and 69.
8.In the table on the bottom of page 70 we note "Total Consideration" as $62,367,900
instead of the aggregate of its components of $72,015,000. Please revise accordingly.
9.We note the tabular disclosures on the top of page 70 that do not appear to represent
this offering in its entirety. Please revise accordingly.
Principal Shareholders, page 102
10.Please revise your disclosure to reflect the 299,000 Class A ordinary shares within
the private units to be purchased by the sponsor, or advise.
Note 2 - Summary of Significant Accounting Policies
Segment Reporting, page F-11
11.Please tell us how you determined that your disclosure is compliant with the
requirements of ASC 280-10-50.  Reference is also made to ASU 2023-07.
Signatures, page II-4
12.Please revise to indicate the signatures of the principal financial officer, the controller
or principal accounting officer and a majority of the board of directors will sign in
their respective capacities. See Instruction 1 to the Signatures section in Part II of
Form S-1.
            Please contact Babette Cooper at 202-551-3396 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related
matters. Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Giovanni Caruso, Esq.