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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 1, 2026
Date
of Report (Date of earliest event reported)
Blueport Acquisition Ltd
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42947 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
366 Madison Ave 3rd Floor
New York, NY |
|
10017 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (212) 829-8937
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A Ordinary Shares, par value of $0.0001 per share |
|
BPAC |
|
The
Nasdaq Stock Market LLC |
| Rights, each entitling the holder to receive one-sixth (1/6) of one Class A Ordinary Share |
|
BPACR |
|
The
Nasdaq Stock Market LLC |
| Units, each consisting of one Class A Ordinary Share and one Right to receive one-sixth (1/6) of one Class A Ordinary Share |
|
BPACU |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into Material Definitive
Agreement.
On May 1, 2026, Blueport Acquisition Ltd, a Cayman
Islands exempted company (the “Parent” or “BPAC”), entered into an Agreement and Plan of Merger
(as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with (i) NeoCryo
Inc, a Cayman Islands exempted company and wholly owned subsidiary of Parent (the “Purchaser”), (ii) NeoCryo Merger
Sub Ltd, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), and (iii) SINGAUTO
Inc., a Cayman Islands exempted company (the “Company”). Capitalized terms used in this Current Report on Form 8-K
but not otherwise defined herein have the meanings given to them in the Merger Agreement.
Reincorporation Merger
Upon the closing of the transactions contemplated
in the Merger Agreement, and subject to the terms and conditions set forth therein, the Parent will be merged with and into the Purchaser,
the separate corporate existence of the Parent will cease and the Purchaser will continue as the surviving corporation (the “Reincorporation
Merger”). In connection with the Reincorporation Merger, at the Reincorporation Effective Time:
| ● | each issued and outstanding Parent Class B Ordinary Share will be converted
automatically into one Parent Class A Ordinary Share; |
| ● | each issued and outstanding Parent Unit will be separated automatically into its individual components
of Parent Class A Ordinary Shares and Parent Rights, and will cease separate existence and trading; |
| ● | each issued and outstanding Parent Ordinary Share (including the Parent Ordinary Shares from the separation
of the Parent Units) will be converted automatically into one Purchaser Ordinary Share; |
| ● | each issued and outstanding Parent Right (including the Parent Rights from the separation of the Parent
Units) will be converted into a right to receive one-sixth of one Purchaser Ordinary Share at Closing, and will cease separate existence
and trading; |
| ● | each issued and outstanding Purchaser Ordinary Share immediately prior to the Reincorporation Effective
Time will cease to be issued and will be automatically cancelled and retired and will cease to exist. |
Acquisition Merger and Merger Consideration
At least one business day after the consummation
of the Reincorporation Merger, Merger Sub will merged with and into the Company (the “Acquisition Merger” and together
with the Reincorporation Merger, the “Business Combination”). Following the Acquisition Merger, the separate corporate
existence of Merger Sub will cease, and the Company will continue as the surviving company in the Acquisition Merger under the Cayman
Companies Act and become a wholly owned subsidiary of the Purchaser. The Purchaser upon and following the Acquisition Merger is hereinafter
sometimes referred to as “PubCo”.
Pursuant to the terms of the Merger Agreement,
the aggregate consideration to be paid to existing shareholders of the Company is $1,200,000,000, which will be paid entirely in stock,
comprised of 120,000,000 Purchaser Ordinary Shares valued at $10.00 per share. Upon the effectiveness of the Acquisition Merger, all issued
and outstanding ordinary shares of the Company will be cancelled and automatically converted into the Merger Consideration Shares.
Representations and Warranties
The Merger Agreement contains customary representations
and warranties of the parties, which will not survive the Closing, expect as provided in the Merger Agreement. Many of the representations
and warranties are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Merger
Agreement means a material adverse change or a material adverse effect upon on the assets, Liabilities, condition (financial or otherwise),
net worth, management, earnings, cash flows, business, operations or properties of the Company and the Business, taken as a whole, whether
or not arising from transactions in the ordinary course of business, subject to certain customary exceptions. Certain of the representations
are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain
disclosure schedules to the Merger Agreement.
Conduct Prior to Closing; Covenants
Each of the Company and the Parent Parties has
agreed to, and cause its subsidiaries to, operate its respective business in the ordinary course, consistent with past practices, and
to refrain from taking certain specified actions without the prior written consent of certain other parties, in each case, subject to
certain exceptions and qualifications.
The Merger Agreement also contains, among other
things, covenants providing for:
| ● | each party not soliciting, initiating, encouraging or continuing discussions with any third party with
respect to any transaction other than the transactions contemplated or permitted by the Merger Agreement; |
| ● | each party providing access to their books and records and providing information relating to their respective
businesses to the other party, its legal counsel and representatives; |
| ● | SEC filings and cooperation in making certain filings with U.S. Securities and Exchange Commission the
SEC and the Parent Parties using commercially reasonable efforts to ensure the Parent remains listed on Nasdaq prior to the Closing Date; |
| ● | the Company delivering the financial statements required by the Parent to make applicable filings with
the SEC; |
| ● | directors’ and officers’ indemnification and insurance; and |
| ● | adoption by the PubCo of a new equity incentive plan, which will have
such number of shares available for issuance equal to 10% of the PubCo’s outstanding shares immediately after the Closing. |
The Parent and the Company will jointly prepare
and file with the SEC a registration statement on Form F-4 (the “Registration Statement”), registering the Purchaser
Ordinary Shares to be issued under the Merger Agreement, which will also contain a proxy statement of the Parent for the purpose of soliciting
proxies from the Parent’s shareholders for approval of certain matters related to the transactions contemplated by the Merger Agreement
and providing the public shareholders of the Parent an opportunity in accordance with the Parent’s organizational documents and
the IPO Prospectus to have their Parent Ordinary Shares redeemed in conjunction with the shareholder vote on the Business Combination.
General Conditions to Closing
Consummation of the Business Combination is subject
to customary closing conditions for similar transactions involving special purpose acquisition companies, including, among other things,
(i) the Parent and the Company receiving approval from their respective shareholders to the transactions; (ii) the absence of injunctions
or other legal restraints preventing or prohibiting the consummation of the Business Combination; (iii) all necessary consents approvals
and actions of, filing with and notices to any governmental authority to consummate the Business Combination having be made or obtained
(iv) the SEC having declared the Registration Statement effective; (v) the Purchaser Ordinary Shares having been approved for listing
on Nasdaq; and (vi) if applicable, the expiration or termination of the waiting period under the HSR Act, and other applicable anti-trust
laws.
Parent Parties’ Conditions to Closing
The obligations of the Parent Parties to consummate
the transactions contemplated by the Merger Agreement, in addition to the conditions described above, will be conditioned upon each of
the following, among other things:
| ● | the Company complying with all of its obligations under the Merger Agreement in all material respects; |
| ● | the representations and warranties of the Company being true on and as of the closing date of the transactions,
other than as would not in the aggregate reasonably be expected to have a Material Adverse Effect; |
| |
● |
there having been no occurrence of a Material Adverse Effect with respect to the Company; |
| |
● |
the Company having obtained all necessary consents, and no such consent will have been revoked; and |
| |
● |
the Company having entered into the IP Cooperation Agreement, in a form acceptable to the Parent within business days following the date of the Merger Agreement. |
The Company’s Conditions to Closing
The obligations of the Company to consummate the
transactions contemplated by the Merger Agreement, in addition to the conditions described above, will be conditioned upon each of the
following, among other things:
| ● | the Parent Parties complying with all of their obligations under the Merger Agreement in all material
respects; |
| ● | the representations and warranties of the Parent Parties being true on and as of the closing date of the
transactions, other than as would not in the aggregate reasonably be expected to have a material adverse effect; |
| ● | there having been no occurrence of a material adverse effect to Parent Parties; |
| ● | the Parent Parties materially complying with the reporting requirements under the applicable Securities
Act and Exchange Act; and |
| ● | the Purchaser not having received any written notice from Nasdaq that it has failed, or would reasonably
be expected to fail to meet the Nasdaq listing requirements as of the Closing Date for any reason. |
Termination
The Merger Agreement may be terminated and/or
abandoned at any time prior to the Closing as follows:
| ● | by mutual written consent of the Company and the Parent; |
| ● | by either the Company or the Parent, in the event that any authority in the U.S. or applicable non-U.S.
jurisdiction has issued a final and non-appealable injunction or order making the Business Combination illegal or prohibiting their consummation; |
| ● | by the Company, if the Required Parent Shareholder Approval has not been obtained; |
| ● | by the Parent, if the Requisite Company Vote has not been obtained; |
| |
● |
by the Parent, if the Company has breached any representation, warranty, covenant or agreement set forth in the Merger Agreement and such breach has not been cured within 30 days following the date that the Company is notified in writing of such breach, unless, at such time, the Parent is in material breach of the Merger Agreement; |
| |
● |
by the Company, if the Parent Parties have breached any representation, warranty, covenant or agreement set forth in the Merger Agreement and such breach has not been cured within 30 days following the date that the Parent is notified in writing of such breach, unless, at such time, the Company is in material breach of the Merger Agreement; or |
| |
● |
by the Parent, if the IP Cooperation Agreement has not been executed within 10 business days after the date of the Merger Agreement. |
The Merger Agreement
is filed with this Current Report on Form 8-K as Exhibit 2.1, and is incorporated by reference, and the foregoing summary of the terms
of the Merger Agreement is subject to, and qualified in its entirety by, such document.
Related Agreements
Company Support Agreement
Contemporaneously with the execution
of the Merger Agreement, certain shareholders of the Company have entered with a support agreement (the “Company Support Agreement”)
pursuant to which, among other things, such shareholders have agreed, among other things, (i) to vote all of their Company Ordinary
Shares in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby and (ii) to not transfer,
until the Effective Time or the termination of the Merger Agreement, any of their Company Ordinary Shares.
The foregoing description
of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual
agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Sponsor Support Agreement
Contemporaneously with the execution
of the Merger Agreement, each of the Sponsor and certain of Sponsor’s Affiliates have entered with a support agreement (the “Sponsor
Support Agreement”) pursuant to which, among other things, the Sponsor and affiliates of the Sponsor have agreed, among
other things, (i) to vote all of their Parent Ordinary Shares in favor of the approval and adoption of the Merger Agreement and the transactions
contemplated thereby, (ii) to not redeem any of their Parent Ordinary Shares in connection with the Business Combination and to waive
any adjustment to the conversion ratio set forth in the Parent’s Organizational Documents and (iii) to not transfer, until the Effective
Time or the termination of the Merger Agreement, any of their Parent Ordinary Shares.
The foregoing description
of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual
agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.
Form of Lock-Up Agreements
Upon the Closing, the Purchaser,
the Sponsor and each Company Shareholder who will hold 5% or more of Purchaser Ordinary Shares immediately after the Closing, will
enter into lock-up agreements (the “Lock-up Agreements”), pursuant to which the Sponsor and such shareholders will,
subject to certain customary exceptions, agree not to sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of,
directly or indirectly, any of the Purchaser Ordinary Shares beneficially owned by such shareholders (the “Lock-up Shares”)
until the earlier of (1) (i) with respect to the Lock-up Shares issued to the Sponsor and its Affiliates or designees in exchange of their
shares and rights included in the private units of the Parent, 30 days after the completion of the Business Combination and (ii) with
respect to the other Lock-up Shares, 180 days after the completion of the Business Combination; or (2) the date following the consummation
of Business Combination on which the Purchaser completes a liquidation, merger, share exchange or other similar transaction that results
in all of its shareholders having the right to exchange their shares for cash, securities or other property. Notwithstanding the foregoing,
the Lock-up Shares will be released from the lock-up if (1) the reported closing price of the ordinary shares equals or exceeds $12.00
per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within
any 30-trading day period commencing at least 90 days after the completion of the Business Combination.
The foregoing description
of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements,
a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K, and incorporated herein by reference.
Form of Registration Rights Agreement
Upon the Closing, the Purchaser
will enter into a registration rights agreement (the “Registration Rights Agreement”) with certain shareholders of
the Company and the Parent with respect to the shares of the Purchaser issued or issuable in connection with the Business Combination.
Pursuant to the Registration Rights Agreement, either the holders of a majority-in-interest of the registrable securities or the Sponsor
will have an aggregate of two demand registration rights for their registrable securities. The Registration Rights Agreement will also
provide the shareholders with “piggy-back” registration rights, subject to certain requirements and customary conditions.
All expenses of registration under the Registration Rights Agreement, including the legal fees of counsel chosen by shareholders participating
in a registration, will be paid by the Purchaser.
The foregoing description
of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the
actual agreement, a form of which is filed as Exhibit 10.4 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On May 1, 2026, the Parent and the Company issued
a press release announcing the execution of the Merger Agreement. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01
by reference is the copy of the press release.
The information in this Item 7.01 (including Exhibits
99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to
the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | |
Description |
| 2.1* | |
Agreement and Plan of Merger, dated as of May 1, 2026, by and among
Blueport Acquisition Ltd, BPAC Merger Sub 1, BPAC Merger Sub 2, and SINGAUTO Inc. |
| 10.1* | |
Shareholder Support Agreement |
| 10.2* | |
Sponsor Support Agreement |
| 10.3 | |
Form of Lock-up Agreement |
| 10.4 | |
Form of Registration Rights Agreement |
| 99.1 | |
Press Release |
| 104 | |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| * | Schedules and exhibits have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the
U.S. Securities and Exchange Commission. |
Forward-Looking Statements
Certain statements made in this Current Report
are forward-looking statements. When used in this Current Report, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,”
“may,” “will,” “should,” “future,” “propose” and variations of these words
or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the Parent’s control, that could cause
actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others,
that may affect actual results or outcomes include: the inability of the Company and the Parent to consummate an initial business combination
within the time provided in the Parent’s amended and restated memorandum and articles of association; performance of the Company’s
business; the risk that the approval of the shareholders of the Parent for the proposed business combination is not obtained; failure
to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the business combination;
the level of redemptions made by the Parent’s shareholders and its impact on the amount of funds available in the Parent’s
trust account to complete an initial business combination; risks relating to the combined company’s sources of cash and cash resources;
risks relating to the combined company’s ability to manage future growth; the effects of competition on the combined company’s
future business; the outcome of any potential litigation, government and regulatory proceedings, any investigations and inquiries involving
the parties to the transactions; the impact of pandemics, global conflicts, the global economic status or tariffs on the Company’s
or the combined company’s business; and those factors discussed in the Parent’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2025, which was filed with the SEC on February 26, 2026, and other documents of the Company filed, or to be filed,
with the SEC. The Parent does not undertake any obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
The proposed transactions will be submitted to
shareholders of the Parent for their consideration and approval. The Company and the Parent intend to jointly file a registration statement
(the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) which
will include a preliminary proxy statement in connection with the Parent’s solicitation for proxies for the vote by the Parent’s
shareholders in connection with the proposed transactions and other matters as described in the Registration Statement, as well as a prospectus
relating to the offer of the securities to be issued in connection with the proposed transactions. After the Registration Statement is
filed and declared effective, the Parent will mail a definitive proxy statement and other relevant documents to its shareholders as of
the record date established for voting on the proposed transactions. The Company’s shareholders and other interested persons are
advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive
proxy statement/prospectus, in connection with the Parent’s solicitation of proxies for its extraordinary general meeting of shareholders
to be held to approve, among other things, the proposed transactions, because these documents will contain important information about
the Company, the Parent and the proposed transactions. Shareholders may also obtain a copy of the preliminary or definitive proxy statement,
once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC
by the Parent, without charge, at the SEC’s website located at www.sec.gov or by directing a request to the Parent.
Participants in the Solicitation
The Company, the Parent and their respective directors,
executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations
of proxies from the Parent’s shareholders in connection with the proposed transactions. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of the Parent’s shareholders in connection with the proposed transactions
will be set forth in the proxy statement/prospectus to be filed with the SEC in connection with the transactions. You can find more information
about the Parent’s directors and executive officers and their ownership of ordinary shares of Parent in Parent’s filings with
the SEC, including the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the
SEC on February 26, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors
and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This report shall not constitute a solicitation
of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This report shall not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states
or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption therefrom.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 1, 2026 | Blueport Acquisition Ltd |
| | |
|
| | By: |
/s/ William Rosenstadt |
| | Name: |
William Rosenstadt |
| | Title: |
Chief Executive Officer |
7
Exhibit
99.1
Blueport Acquisition Ltd and SingAuto
Inc Announce Business Combination Agreement to Create a Publicly Listed Company
New York, NY and Singapore, May 1, 2026 — Blueport Acquisition
Ltd (Nasdaq: BPAC) (“Blueport”), a publicly traded special purpose acquisition company, and SingAuto Inc (“SingAuto”),
a global innovator providing green cold-chain logistics technology solutions for smart commercial electric vehicles (“CEVs”),
today announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement”).
Upon consummation of the business combination of Blueport and SingAuto and related transactions contemplated by the Business Combination
Agreement (collectively, the “Proposed Transactions”), a newly formed holding company for the purpose of the Proposed Transactions
will be listed on The Nasdaq Stock Market LLC (“Nasdaq”). The closing of the Proposed Transactions is subject to customary
closing conditions, including regulatory and shareholder approvals.
Innovation in Logistics Technology Solutions
in CEV
Headquartered in Singapore, SingAuto operates
through its subsidiaries in Singapore and the Middle East to design, produce and manufacture CEVs. SingAuto has completed the research,
development and testing of its flagship new energy refrigerated commercial vehicle, S1, covering application scenarios for increasing
delivery efficiencies of frozen, chilled and fresh produce with pharmaceutical products in the same vehicle during the same shipment.
SingAuto imports semi knocked-down (SKD) parts from original equipment manufacturers to the Middle East and manufactures direct to consumer
in the cold-chain logistics space and licenses its technology, patents and other services to other companies. SingAuto’s competitive
advantages are characterized by its unique business models, technology innovations and an experienced management team.
Management Comments
“As a serial entrepreneur, I am extremely
excited about the future of new energy, intelligent refrigerated trucks and the rapid technological evolution in the cold-chain logistics
industry,” said Mr. Yuqiang Liu, the Chairman and Chief Executive Officer of SingAuto. “We focus on not only the technology
revolution of the cold-chain logistic industry, but also the seamless integration of artificial intelligence into our products. The business
combination will strengthen our market presence and allow us to accelerate our business plan and growth. For our next step, we plan to
leverage on our expertise and expand our products and services to reach a wider audience base.”
“Our team has been actively and diligently
searching for a target to add value to our shareholders, and we are fortunate enough to find this opportunity to partner with the team
at SingAuto,” said Mr. William S. Rosenstadt, the Chief Executive Officer of Blueport. “We believe SingAuto is a uniquely
compelling company with green cold-chain logistics technology solutions for smart commercial electric vehicles that will benefit from
being a public company.”
Transaction Overview
Under the terms of the
Business Combination Agreement, Blueport will merge with and into NeoCryo Inc., a Cayman Islands exempted company and a wholly-owned subsidiary
of Blueport (“Purchaser”), with Purchaser as the surviving entity (the “Reincorporation Merger”), and (ii) at
least one business day following the Reincorporation Merger, NeoCryo Merger Sub Ltd, a Cayman Islands exempted company and a wholly-owned
subsidiary of Blueport (“Merger Sub”), will merge with and into SingAuto, with SingAuto as the surviving entity and a wholly-owned
subsidiary of Purchaser (the “Acquisition Merger”). Purchaser upon consummation of the Proposed Transactions is referred to
as “PubCo.”
Upon the closing of the
Reincorporation Merger, (i) each issued and outstanding unit of Blueport will automatically separate into its individual components of
class A ordinary shares and rights, (ii) each issued and outstanding class B ordinary shares of Blueport will be converted into one class
A ordinary share of Blueport, (iii) each issued and outstanding class A ordinary share of Blueport will be converted into one ordinary
share of Purchaser, and (iv) each right of Blueport will be converted into a right to receive one-sixth of one ordinary share of Purchaser
at the closing of the Proposed Transactions.
Upon the closing of the Acquisition Merger, shareholders of SingAuto
will receive approximately, 120,000,000 ordinary shares of PubCo, valued at $10.00 per share, based on the merger consideration of USD$1.2
billion.
The Proposed Transactions have been unanimously approved by the boards
of directors of both Blueport and SingAuto. The Proposed Transactions are expected to close by end of 2026, subject to regulatory and
shareholder approvals, and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”)
completes its review of the Proxy statement/Prospectus relating to the Proposed Transactions and approval by Nasdaq to list the PubCo
ordinary shares. No assurances can be made that the Proposed Transactions will be consummated on the terms or time frame currently contemplated,
or at all.
SingAuto’s Chairman and Chief Executive Officer, Mr. Yuqiang
Liu, is expected to continue to lead PubCo after the closing of the Proposed Transactions.
Additional information
about the Proposed Transactions, including a copy of the Business Combination Agreement, will be provided in a Current Report on Form
8-K to be filed by Blueport with the SEC and will be available at www.sec.gov.
ADVISORS
Loeb & Loeb LLP is acting as U.S. legal counsel
to Blueport and Ogier is acting as Cayman legal counsel to Blueport. Robinson & Cole LLP is acting as U.S. legal counsel to SingAuto,
ShookLin & Bok is acting as Singapore counsel to SingAuto and Ogier is acting as Cayman legal counsel to SingAuto.
About SingAuto Inc
Headquartered in Singapore, SingAuto is a global
innovator in green cold-chain logistics technology solutions. Starting with new energy refrigerated
vehicles for the cold-chain logistics industry, the company has developed an integrated cold-chain platform that meets the demand of different
markets.
About Blueport Acquisition Ltd
Blueport Acquisition Ltd (Nasdaq: BPAC) is a blank
check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses
or entities. Blueport is led by Mr. William Rosenstadt, the Company’s Chief Executive Officer, and Mr. Kulwant Sandher, the Company’s
Chief Financial Officer.
Additional Information
and Where to Find It
This press release relates
to a proposed business combination transaction involving Blueport and SingAuto. In connection with the Proposed Transactions, Blueport,
SingAuto and Purchaser intend to file with the SEC a registration statement on Form F-4 that will include a proxy statement for shareholders
of Blueport and that will also constitute a prospectus with respect to the ordinary shares of PubCo to be issued in connection with the
Proposed Transactions (the “Proxy Statement/Prospectus”). This document is not a substitute for the Proxy Statement/Prospectus.
The definitive Proxy Statement/Prospectus (if and when available) will be delivered to Blueport’s shareholders. Blueport may also
file other relevant documents regarding the Proposed Transactions with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
AND SECURITY HOLDERS OF BLUEPORT AND SINGAUTO AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS, INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT BLUEPORT, SINGAUTO, PURCHASER, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and security
holders of Blueport and SingAuto may obtain free copies of the Proxy Statement/Prospectus (if and when available) and other documents
that are filed or will be filed with the SEC by Blueport, SingAuto and Purchaser through the website maintained by the SEC at www.sec.gov.
Participants in the
Solicitation
Blueport, SingAuto and their respective directors,
executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations
of proxies from Blueport’s shareholders in connection with the Proposed Transactions. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of Blueport’s shareholders in connection with the Proposed Transactions
will be set forth in the Proxy Statement/Prospectus to be filed with the SEC in connection with the transactions. You can find more information
about Blueport’s directors and executive officers, and their ownership of Blueport’s ordinary shares in its filings with the
SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26,
2026. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests
will be included in the Proxy Statement/Prospectus when it becomes available. Shareholders, potential investors and other interested persons
should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may
obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This press release is
for informational purposes only and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell
or to buy any securities or a solicitation of any proxy, consent, vote or approval with respect to any securities in respect of the Proposed
Transactions and is not a substitute for the Proxy Statement/Prospectus or any other document that Blueport, SingAuto or Purchaser may
file with the SEC or send to Blueport’s or SingAuto’s shareholders in connection with the Proposed Transactions. No offer,
sale, issuance or transfer of securities shall be made in any jurisdiction in which such offer, sale, issuance or transfer would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains
“forward-looking statements,” including, among other things, statements regarding the anticipated benefits and impact of the
Proposed Transactions on PubCo’s business and future financial and operating results, the anticipated timing of closing of the Proposed
Transactions, the anticipated growth of the industries and markets in which SingAuto competes, the success and customer acceptance of
SingAuto’s product offerings and other aspects of SingAuto’s operations, plans, objectives, opportunities, expectations or
operating results, the expected ownership structure of PubCo and the likelihood and ability of the parties to successfully consummate
the Proposed Transactions. Words such as “may,” “should,” “will,” “believe,” “expect,”
“anticipate,” “intend,” “estimated,” “target,” “project,” and similar phrases
or words of similar meaning that denote future expectations or intent regarding PubCo’s and SingAuto’s financial results,
operations and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements
as predictions of future events. Such forward-looking statements are based upon the current beliefs and expectations of management of
Blueport and SingAuto and are inherently subject to significant business, economic and competitive risks, uncertainties and other factors,
both known and unknown, which are difficult to predict and generally beyond the control of Blueport and SingAuto and that may cause actual
results and the timing of future events to differ materially from the results and timing of future events anticipated by the forward-looking
statements in this press release, including but not limited to: (i) the ability of the parties to complete the Proposed Transactions within
the time frame anticipated or at all; (ii) the failure to realize the anticipated benefits of the Proposed Transactions or those benefits
taking longer than anticipated to be realized; (iii) the risk that the Proposed Transactions may not be completed by Blueport’s
business combination deadline and the potential failure to obtain further extensions of the business combination deadline if sought by
Blueport; (iv) the failure to satisfy the conditions to the consummation of the Proposed Transactions, including the approval of the Business
Combination Agreement by the shareholders of Blueport and SingAuto, the receipt of any required governmental or regulatory approvals or
the failure to meet the Nasdaq listing standards in connection with the closing of the Proposed Transactions; (v) the occurrence of any
event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of
the announcement or pendency of the Proposed Transactions on SingAuto’s business relationships, performance and business generally;
(vii) risks that the Proposed Transactions disrupt current plans and operations of SingAuto and any potential difficulties in SingAuto
employee retention as a result of the Proposed Transactions; (viii) the outcome of any legal proceedings that may be instituted against
SingAuto or Blueport related to the Business Combination Agreement or the Proposed Transactions or any product liability or regulatory
lawsuits or proceedings relating to SingAuto’s products; (ix) the ability to maintain the listing of the PubCo ordinary shares on
Nasdaq after the closing of the Proposed Transactions; (x) potential volatility in the price of PubCo ordinary shares due to a variety
of factors, including changes in the competitive and highly regulated industries in which SingAuto operates, variations in performance
across competitors, changes in laws and regulations affecting SingAuto’s business, and changes in PubCo’s capital structure;
(xi) the ability to implement business plans, identify and realize additional opportunities and achieve forecasts and other expectations
after the completion of the Proposed Transactions; (xii) the risk of downturns and the possibility of rapid change in the highly competitive
industries in which SingAuto operates or the markets that SingAuto targets; (xiii) the inability of SingAuto and its current and future
collaborators to successfully develop and commercialize SingAuto’s products in the expected time frame or at all; (xiv) the risk
that PubCo may never achieve or sustain profitability or may need to raise additional capital to execute its business plan, which may
not be available on acceptable terms or at all; and (xv) the costs of the Proposed Transactions. The forward-looking statements contained
in this press release are also subject to additional risks, uncertainties and factors, including those described in Blueport’s most
recent Annual Report on Form 10-K and other documents filed or to be filed with the SEC by Blueport, SingAuto and Purchaser from time
to time. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and assumptions that are inherently subject to various significant
risks, uncertainties and other factors, many of which are beyond the control of Blueport or SingAuto. The forward-looking statements included
in this press release are made only as of the date hereof, and Blueport and SingAuto disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after the date hereof. Forecasts and estimates regarding SingAuto’s
industry and end markets are based on sources Blueport and SingAuto believe to be reliable, however there can be no assurance these forecasts
and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative
purposes only, are not forecasts and may not reflect actual results.
Contact Information:
Blueport Acquisition Ltd
William S. Rosenstadt
Tel: +1 212.588.0022
Email: wsr@orllp.legal
SingAuto Inc.
Jimmy Tan, IRC
Tel: +65 6970 7107
Email: Jimmy.tan@singautotech.com
