Blueport Acquisition Ltd-A 2025年度报告

FORM10-K ☒ANNUALREPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31,2025 or For the transition period from _____ to _____ Commission file number:001-42947 Blueport Acquisition Ltd(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) (Address of principal executive offices)(Zip Code) 212-829-8937Registrant’s telephone number, including area code: Securities registered pursuant to Section 12(b) of the Act Class A Ordinary Shares, par value of$0.0001 per shareRights, each entitling the holder to receiveone-sixth (1/6) of one Class A OrdinaryShareUnits, each consisting of one Class AOrdinary Share and one Right to receiveone-sixth (1/6) of one Class A OrdinaryShare Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of June 30, 2025, the Registrant’s securities were not listed on any exchange and all of the Registrant’s outstanding ordinary shareswere held by affiliates. The Registrant’s Class A ordinary shares commenced trading on the Nasdaq Stock Exchange on November 8,2024. Accordingly, at June 30, 2025, the aggregate market value of the Registrant’s Class A ordinary shares held by non-affiliates ofthe Registrant was $0. As of February 26, 2026, 5,947,250 Class A ordinary shares, including Class A ordinary shares underlying the units, and 1,437,500Class B ordinary shares were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. BLUEPORT ACQUISITION LTD Annual Report on Form 10-K for the Year Ended December 31, 2025 TABLE OF CONTENTS PagePART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS19ITEM 1B.UNRESOLVED STAFF COMMENTS20ITEM 1C.CYBERSECURITY20ITEM 2.PROPERTIES20ITEM 3.LEGAL PROCEEDINGS20ITEM 4.MINE SAFETY DISCLOSURES20PART II21ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES21ITEM 6.[RESERVED]22ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS22ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK26ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA26ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE27ITEM 9A.CONTROLS AND PROCEDURES27ITEM 9B.OTHER INFORMATION28ITEM 9C.DISCLOSURE REGARDING JURISDICTION THAT PREVENT INSPECTIONS28ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE28ITEM 11.EXECUTIVE COMPENSATION38ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAREHOLDER MATTERS39ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECT