SEC Company Response from Blueport Acquisition Ltd (BPAC, BPACR, BPACU) (CIK 0002064177) (BPAC) — Jun 26, 2025
Blueport Acquisition Ltd (BPAC, BPACR, BPACU) (CIK 0002064177)
Date: June 26, 2025 · CIK: 0002064177 · Accession: 0001185185-25-000702
AI Filing Summary & Sentiment
Referenced dates: May 30, 2025
Letter
Via Edgar Division of Corporation Finance Office of Real Estate & Construction Re: Blueport Acquisition Ltd Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 16, 2025 CIK No. 0002064177
Dear Ms. Cooper and Ms. Marrone:
On behalf of our client, Blueport Acquisition Ltd, a Cayman Islands exempted company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission this letter setting forth the Company’s response to the comments contained in the Staff’s letter dated May 30, 2025, regarding the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1.
For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s response. In response to the Staff’s comments, the Company is filing via Edgar a revised registration statement on Form S-1 (the “Registration Statement”) simultaneously with the submission of this response letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted May 16, 2025
Prospectus Summary
Limited payments to insiders, page 17
1. Please revise to disclose that you may pay your officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of the business combination, as you state elsewhere.
Response: The disclosure on page 17 of the Registration Statement has been revised to address the Staff’s comment.
June 26, 2025
Page 2
Risk Factors
Our rights agreement will designate the courts of the State of New York ..., page 36
2. We acknowledge your response to prior comment 6. However, your revised disclosure is inconsistent with the rights agreement filed as Exhibit 4.4 regarding whether the exclusive forum provisions will apply to suits brought under the Securities Act. Please revise as appropriate to reconcile.
Response: Section 7.3 of Exhibit 4.4 has been revised to address the Staff’s comment.
Exhibits and Financial Statement Schedules, page II-2
3. Please revise Exhibit 10.2 for consistency with the Nasdaq Listing Rules. More specifically, we note that the form trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement filed as Exhibit 10.2 states that “[o]n the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds . . ..” However, Nasdaq Rule IM- 5101-2(a) states that “[a]t least 90% of the gross proceeds from the initial public offering . . . must be deposited in a trust account maintained by an independent trustee . . . .” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard.
Response: Exhibit A of Exhibit 10.2 of the Registration Statement has been revised to address the Staff’s comment.
Signatures, page II-4
4. Please include the signature of the authorized representative in the United States. Refer to Instruction 1 to the Signatures section of Form S-1.
Response: Page II-4 has been revised to address the Staff’s comment.
June 26, 2025
Page 3
Please do not hesitate to contact Giovanni Caruso at (212) 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Giovanni Caruso
Show Raw Text
CORRESP
1
filename1.htm
345
Park Avenue
New
York, NY 10154-1895
Direct
Main
Fax
212.407.4866
212.407.4000
212.407.4990
Via
Edgar
June
26, 2025
Babette
Cooper
Kristina
Marrone
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
Office
of Real Estate & Construction
100
F Street, N.E.
Washington,
D.C. 20549
Re: Blueport
Acquisition Ltd
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 16, 2025
CIK No. 0002064177
Dear
Ms. Cooper and Ms. Marrone:
On
behalf of our client, Blueport Acquisition Ltd, a Cayman Islands exempted company (the “Company”), we submit
to the staff (the “Staff”) of the U.S. Securities and Exchange Commission this letter setting forth the Company’s
response to the comments contained in the Staff’s letter dated May 30, 2025, regarding the Company’s Amendment No. 1 to Draft
Registration Statement on Form S-1.
For
the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s
response. In response to the Staff’s comments, the Company is filing via Edgar a revised registration statement on Form S-1 (the
“Registration Statement”) simultaneously with the submission of this response letter.
Amendment
No. 1 to Draft Registration Statement on Form S-1 submitted May 16, 2025
Prospectus
Summary
Limited
payments to insiders, page 17
1. Please
revise to disclose that you may pay your officers, directors, special advisors or initial shareholders, or any entity with which they
are affiliated, a finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate,
the consummation of the business combination, as you state elsewhere.
Response:
The disclosure on page 17 of the Registration Statement has been revised to address the Staff’s comment.
June
26, 2025
Page 2
Risk
Factors
Our
rights agreement will designate the courts of the State of New York ..., page 36
2. We
acknowledge your response to prior comment 6. However, your revised disclosure is inconsistent with the rights agreement filed as Exhibit
4.4 regarding whether the exclusive forum provisions will apply to suits brought under the Securities Act. Please revise as appropriate
to reconcile.
Response:
Section 7.3 of Exhibit 4.4 has been revised to address the Staff’s comment.
Exhibits
and Financial Statement Schedules, page II-2
3. Please
revise Exhibit 10.2 for consistency with the Nasdaq Listing Rules. More specifically, we note that the form trust account termination
letter attached as Exhibit A to the Investment Management Trust Agreement filed as Exhibit 10.2 states that “[o]n the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will
be consummated substantially, concurrently with your transfer of funds . . ..” However, Nasdaq Rule IM- 5101-2(a) states that “[a]t
least 90% of the gross proceeds from the initial public offering . . . must be deposited in a trust account maintained by an independent
trustee . . . .” It is unclear how the release of funds earlier than the consummation of the initial business combination would
comport with this listing standard.
Response:
Exhibit A of Exhibit 10.2 of the Registration Statement has been revised to address the Staff’s comment.
Signatures,
page II-4
4. Please
include the signature of the authorized representative in the United States. Refer to Instruction 1 to the Signatures section of Form
S-1.
Response:
Page II-4 has been revised to address the Staff’s comment.
June 26, 2025
Page 3
Please
do not hesitate to contact Giovanni Caruso at (212) 407-4866 if you would like additional information with respect to any of the foregoing.
Thank you.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
cc: William T. Rosenstadt, Esq.