Blueport Acquisition and SingAuto Inc announce merger

NEW YORK and SINGAPORE, May 4, 2026 /PRNewswire/ -- 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 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 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, 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.