Blueport Acquisition (BPAC) risk factors, FY2025 10-K

Other

1. 01Liquidity and Capital Resources
2. 02Off-Balance Sheet Financing Arrangements
3. 03The Company has granted the underwriters a 45-day option from the date of the IPO to purchase up to 750,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully excised its over-allotment option on November 13, 2025
4. 04Critical Accounting Policies
5. 05Recent Accounting Standards
6. 06Evaluation of Disclosure Controls and Procedures
7. 07Inherent Limitations on Effectiveness of Internal Controls
8. 08Management’s Report on Internal Controls Over Financial Reporting
9. 09Changes in Internal Control over Financial Reporting
10. 10Steven Sanders Independent Director
11. 11William Rosenstadt, Chairman and Chief Executive Officer
12. 12Kulwant Sandher, Chief Financial Officer
13. 13Yarona Yieh, Independent Director
14. 14Scott Silverman, Independent Director
15. 15Steven Sanders, Independent Director
16. 16Number and Terms of Office of Officers and Directors
17. 17Executive Officer and Director Compensation
18. 18Committees of the Board of Directors
19. 19Financial experts on audit committee
20. 20Corporate governance and nominating committee
21. 21Guidelines for selecting director nominees
22. 22Code of Conduct and Ethics
23. 23Helijet International Inc. Helicopter service Director
24. 24We cannot assure you that any of the above mentioned conflicts will be resolved in our favor
25. 25Limitation on Liability and Indemnification of Officers and Directors
26. 26We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors
27. 27Section 16(a) Beneficial Ownership Reporting Compliance
28. 28Executive Officers and Director Compensation
29. 29ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
30. 30All executive officers, directors and director appointees (five individuals) as a group
31. 31(4) Such individual does not beneficially own any of our ordinary shares
32. 32ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
33. 33The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering
34. 34We also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions
35. 35These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
36. 36During the period from January 13, 2025 (inception) through the date of this report, the firm of Adeptus Partners, LLC, has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to WWC for services rendered
37. 37ITEM 15. Exhibits, Financial Statement Schedules
38. 38Report of Independent Registered Public Accounting Firm (PCAOB ID: 3686) F-2
39. 391.1 Underwriting Agreement, dated November 11, 2025, by and between the Company and A.G.P./ Alliance Global Partners, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
40. 404.3 Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 26, 2025)
41. 4110.1 Letter Agreement, dated November 11, 2025, between the Company and Blueport Acquisition Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
42. 4210.3 Investment Management Trust Agreement, dated as of November 11, 2025, by and between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
43. 4310.5 Private Units Subscription Agreement, dated November 11, 2025, by and between the Company and Blueport Acquisition Corporation (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
44. 4499.2 Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 26, 2025)
45. 45104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
46. 46(Principal Financial and Accounting Officer)
47. 47Opinion on the Financial Statements
48. 48Substantial Doubt about the Company’s Ability to Continue as a Going Concern
49. 49Class A ordinary shares, no par value; 450,000,000 shares authorized; 5,750,000 shares subject to possible redemption 53,340,490
50. 50Loss from Operations (304,193 )
51. 51FOR THE PERIOD FROM JANUARY 13, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
52. 52Interest earned on marketable securities held in Trust Account (284,455 )
53. 53Net Cash Used in Operating Activities (231,448 )
54. 54Net Cash Used in Investing Activities (57,500,000 )
55. 55Cash, End of Year $ 480,852
56. 56Note 1 — Description of Organization and Business Operations
57. 57Going Concern Consideration
58. 58In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
59. 59Cash and Cash Equivalents
60. 60Investments Held in Trust Account
61. 61Offering Costs Associated with the IPO
62. 62Concentration of Credit Risk
63. 63The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature
64. 64Level 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
65. 65Class A Ordinary Shares Subject to Possible Redemption
66. 66Gross proceeds $ 57,500,000
67. 67Net Income (Loss) per Ordinary Share
68. 68Note 3 — Initial Public Offering
69. 69Note 4 — Private Placement
70. 70As of December 31, 2025, there were 1,437,500 Founder Shares issued and outstanding; no shares are subject to forfeiture as a result of the underwriter’s full exercise of its over-allotment option on November 13, 2025
71. 71Promissory Note — Related Party
72. 72Administrative Services Agreement
73. 73Consulting Services Agreement
74. 74Class A Ordinary shares — The Company is authorized to issue up to 450,000,000 shares of Class A ordinary shares with $0.0001 par value. As of December 31, 2025, there were 197,250 Class A ordinary shares issued or outstanding excluding 5,750,000 Class A ordinary shares subject to possible redemption
75. 75As of December 31, 2025, there were 1,437,500 Class B ordinary shares issued and outstanding; no shares are subject to forfeiture as a result of the underwriter’s full excise of its over-allotment option on November 13, 2025
76. 76Note 8 — Segment Information
77. 77General and administrative expenses $ 304,193
78. 78Note 9 — Subsequent Events