Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Blueport Acquisition Ltd (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G1196A102 (CUSIP Number) |
11/10/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G1196A102 |
| 1 | Names of Reporting Persons
Blueport Acquisition Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,634,750.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Blueport Acquisition Corporation (the "Sponsor"), is the beneficial owner of the 1,634,750 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 197,250 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 1,437,500 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 197,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated November 10, 2025, by and between the Sponsor and Blueport Acquisition Ltd (the "Issuer"). Each private unit consists of one Class A ordinary share, and one right to receive one-sixth (1/6th) of one Class A ordinary share upon the consummation of the Issuer's initial business combination. Excludes the 32,875 Class A Ordinary underlying the 197,250 rights. The rights convert automatically into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the rights shall expire and shall be worthless. The address for the Sponsor is 366 Madison Avenue, 3rd Floor New York, NY 10017.
SCHEDULE 13G
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| CUSIP No. | G1196A102 |
| 1 | Names of Reporting Persons
Jiang Roy | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,634,750.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Blueport Acquisition Corporation (the "Sponsor"), is the beneficial owner of the 1,634,750 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 197,250 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 1,437,500 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 197,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated November 10, 2025, by and between the Sponsor and Blueport Acquisition Ltd (the "Issuer"). Each private unit consists of one Class A ordinary share, and one right to receive one-sixth (1/6th) of one Class A ordinary share upon the consummation of the Issuer's initial business combination. Excludes the 32,875 Class A Ordinary underlying the 197,250 rights. The rights convert automatically into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the rights shall expire and shall be worthless. The Sponsor is managed by its two principals, William Rosenstadt and Roy Jiang, and is legally and beneficially owned (i) 50% by William Rosenstadt and (ii) 50% by Roy Jiang. By virtue of their shared control of our sponsor, William Rosenstadt and Roy Jiang may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is 366 Madison Avenue, 3rd Floor New York, NY 10017. Mr. Jiang disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.
SCHEDULE 13G
|
| CUSIP No. | G1196A102 |
| 1 | Names of Reporting Persons
William Rosenstadt | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,634,750.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Blueport Acquisition Corporation (the "Sponsor"), is the beneficial owner of the 1,634,750 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 197,250 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 1,437,500 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 197,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated November 10, 2025, by and between the Sponsor and Blueport Acquisition Ltd (the "Issuer"). Each private unit consists of one Class A ordinary share, and one right to receive one-sixth (1/6th) of one Class A ordinary share upon the consummation of the Issuer's initial business combination. Excludes the 32,875 Class A Ordinary underlying the 197,250 rights. The rights convert automatically into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the rights shall expire and shall be worthless. The Sponsor is managed by its two principals, William Rosenstadt and Roy Jiang, and is legally and beneficially owned (i) 50% by William Rosenstadt and (ii) 50% by Roy Jiang. By virtue of their shared control of our sponsor, William Rosenstadt and Roy Jiang may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is 366 Madison Avenue, 3rd Floor New York, NY 10017. Mr. Rosenstadt disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Blueport Acquisition Ltd | |
| (b) | Address of issuer's principal executive offices:
C/O BLUEPORT ACQUISITION LTD 366 MADISON AVENUE, 3RD FLOOR NEW YORK NY 10017 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Blueport Acquisition Corporation (the "Sponsor"), (ii) William Rosenstadt, and (iii) Roy Jiang. The Sponsor, William Rosenstadt and Roy Jiang have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Sponsor, William Rosenstadt and Roy Jiang have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Sponsor, William Rosenstadt and Roy Jiang are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein. | |
| (b) | Address or principal business office or, if none, residence:
C/O BLUEPORT ACQUISITION LTD 366 MADISON AVENUE, 3RD FLOOR | |
| (c) | Citizenship:
(i) Blueport Acquisition Corporation- Nevada corporation (ii) William Rosenstadt - United States and (iii) Roy Jiang- United States | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G1196A102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Blueport Acquisition Corporation (the "Sponsor"), is the beneficial owner of the 1,634,750 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 197,250 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 1,437,500 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 197,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated November 10, 2025, by and between the Sponsor and Blueport Acquisition Ltd (the "Issuer"). Each private unit consists of one Class A ordinary share, and one right to receive one-sixth (1/6th) of one Class A ordinary share upon the consummation of the Issuer's initial business combination. Excludes the 32,875 Class A Ordinary underlying the 197,250 rights. The rights convert automatically into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the rights shall expire and shall be worthless. The address for the Sponsor is 366 Madison Avenue, 3rd Floor New York, NY 10017. | |
| (b) | Percent of class:
22.14% (based on 7,384,750 Ordinary Shares outstanding as reported in the Issuer's final prospectus dated November 10, 2025). %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Blueport Acquisition Corporation: 1,634,750 Explanation: Blueport Acquisition Corporation (the "Sponsor"), is the beneficial owner of the 1,634,750 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 197,250 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 1,437,500 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 197,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated November 10, 2025, by and between the Sponsor and Blueport Acquisition Ltd (the "Issuer"). Each private unit consists of one Class A ordinary share, and one right to receive one-sixth (1/6th) of one Class A ordinary share upon the consummation of the Issuer's initial business combination. Excludes the 32,875 Class A Ordinary underlying the 197,250 rights. The rights convert automatically into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the rights shall expire and shall be worthless. The address for the Sponsor is 366 Madison Avenue, 3rd Floor New York, NY 10017 William Rosenstadt: 0 Roy Jiang: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Blueport Acquisition Corporation: 0 William Rosenstadt: 1,634,750 Explanation: Blueport Acquisition Corporation (the "Sponsor"), is the beneficial owner of the 1,634,750 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 197,250 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 1,437,500 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 197,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated November 10, 2025, by and between the Sponsor and Blueport Acquisition Ltd (the "Issuer"). Each private unit consists of one Class A ordinary share, and one right to receive one-sixth (1/6th) of one Class A ordinary share upon the consummation of the Issuer's initial business combination. Excludes the 32,875 Class A Ordinary underlying the 197,250 rights. The rights convert automatically into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the rights shall expire and shall be worthless. The Sponsor is managed by its two principals, William Rosenstadt and Roy Jiang, and is legally and beneficially owned (i) 50% by William Rosenstadt and (ii) 50% by Roy Jiang. By virtue of their shared control of our sponsor, William Rosenstadt and Roy Jiang may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is 366 Madison Avenue, 3rd Floor New York, NY 10017. Mr. Rosenstadt disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein. Roy Jiang: 1,634,750 Explanation: Blueport Acquisition Corporation (the "Sponsor"), is the beneficial owner of the 1,634,750 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 197,250 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 1,437,500 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 197,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated November 10, 2025, by and between the Sponsor and Blueport Acquisition Ltd (the "Issuer"). Each private unit consists of one Class A ordinary share, and one right to receive one-sixth (1/6th) of one Class A ordinary share upon the consummation of the Issuer's initial business combination. Excludes the 32,875 Class A Ordinary underlying the 197,250 rights. The rights convert automatically into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the rights shall expire and shall be worthless. The Sponsor is managed by its two principals, William Rosenstadt and Roy Jiang, and is legally and beneficially owned (i) 50% by William Rosenstadt and (ii) 50% by Roy Jiang. By virtue of their shared control of our sponsor, William Rosenstadt and Roy Jiang may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is 366 Madison Avenue, 3rd Floor New York, NY 10017. Mr. Jiang disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Blueport Acquisition Corporation: 1,634,750 William Rosenstadt: 0 Roy Jiang: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Blueport Acquisition Corporation: 0 William Rosenstadt: 1,634,750 Explanation: Blueport Acquisition Corporation (the "Sponsor"), is the beneficial owner of the 1,634,750 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 197,250 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 1,437,500 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 197,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated November 10, 2025, by and between the Sponsor and Blueport Acquisition Ltd (the "Issuer"). Each private unit consists of one Class A ordinary share, and one right to receive one-sixth (1/6th) of one Class A ordinary share upon the consummation of the Issuer's initial business combination. Excludes the 32,875 Class A Ordinary underlying the 197,250 rights. The rights convert automatically into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the rights shall expire and shall be worthless. The Sponsor is managed by its two principals, William Rosenstadt and Roy Jiang, and is legally and beneficially owned (i) 50% by William Rosenstadt and (ii) 50% by Roy Jiang. By virtue of their shared control of our sponsor, William Rosenstadt and Roy Jiang may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is 366 Madison Avenue, 3rd Floor New York, NY 10017. Mr. Rosenstadt disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein. Roy Jiang: 1,634,750 Explanation: Blueport Acquisition Corporation (the "Sponsor"), is the beneficial owner of the 1,634,750 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consisting of (a) 197,250 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (b) 1,437,500 Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 197,250 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated November 10, 2025, by and between the Sponsor and Blueport Acquisition Ltd (the "Issuer"). Each private unit consists of one Class A ordinary share, and one right to receive one-sixth (1/6th) of one Class A ordinary share upon the consummation of the Issuer's initial business combination. Excludes the 32,875 Class A Ordinary underlying the 197,250 rights. The rights convert automatically into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination. If the business combination has not been consummated within the applicable time period specified in the Issuer's Amended and Restated Memorandum and Articles of Association, the rights shall expire and shall be worthless. The Sponsor is managed by its two principals, William Rosenstadt and Roy Jiang, and is legally and beneficially owned (i) 50% by William Rosenstadt and (ii) 50% by Roy Jiang. By virtue of their shared control of our sponsor, William Rosenstadt and Roy Jiang may be deemed to have beneficial ownership of the shares held directly by our sponsor. The address for the Sponsor is 366 Madison Avenue, 3rd Floor New York, NY 10017. Mr. Jiang disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k) |