Blueport Acquisition Ltd and SingAuto Inc Announce \$1.2 Billion Business Combination to Form Nasdaq-Listed Cold-Chain Logistics Innovator

Key Highlights

• Definitive Business Combination Agreement: Blueport Acquisition Ltd (Nasdaq: BPAC), a publicly traded SPAC, and SingAuto Inc, a global leader in green cold-chain logistics technology solutions for smart commercial electric vehicles (CEVs), have entered into a business combination agreement. The transaction will lead to the listing of a new holding company (“PubCo”) on Nasdaq.
• Implied Equity Value of \$1.2 Billion: Upon closing, SingAuto shareholders will receive approximately 120,000,000 ordinary shares of PubCo, valued at \$10.00 per share, reflecting a total transaction equity value of \$1.2 billion.
• Global Cold-Chain Logistics Technology Innovator: SingAuto, headquartered in Singapore with operations in Singapore and the Middle East, focuses on new energy refrigerated commercial vehicles and integrated cold-chain platforms, serving markets demanding advanced logistics for frozen, chilled, fresh produce, and pharmaceutical products.
• Highly Differentiated Business Model: SingAuto designs, develops, and manufactures CEVs, importing SKD parts for local assembly in the Middle East, licensing technology, patents, and services to other companies.
• Experienced Management Team: SingAuto’s CEO, Mr. Yuqiang Liu, will lead PubCo post-transaction. Blueport’s CEO, Mr. William S. Rosenstadt, describes SingAuto as a “uniquely compelling” opportunity for public market investors.
• Regulatory and Shareholder Approvals Pending: The transaction, unanimously approved by both boards, is subject to customary closing conditions, including SEC review and Nasdaq approval.
• Timeline: The deal is anticipated to close by the end of 2026.

Details of the Transaction

Under the agreement:

• Blueport will merge with and into NeoCryo Inc., a newly formed Cayman Islands exempted company and wholly-owned subsidiary of Blueport (the “Purchaser”). Purchaser will be the surviving entity in the “Reincorporation Merger.”
• At least one business day after, NeoCryo Merger Sub Ltd (“Merger Sub”), also a Cayman Islands exempted company and wholly-owned subsidiary of Blueport, merges with SingAuto. SingAuto will survive and become a wholly-owned subsidiary of Purchaser (“Acquisition Merger”).
• Upon the Reincorporation Merger’s closing, all Blueport units will automatically separate, Class B shares convert to Class A, and Blueport shareholders receive one ordinary share of Purchaser per Class A ordinary share. Blueport rights convert to rights to receive 1/6 of one ordinary share at closing.
• SingAuto shareholders receive ~120 million shares of PubCo at \$10 each.

Innovation and Market Opportunity

SingAuto has completed R&D and testing of its flagship new energy refrigerated commercial vehicle (S1), which efficiently handles mixed loads (frozen, chilled, fresh, and pharmaceutical products) within a single shipment. The company imports SKD parts for local assembly and sells direct to consumers in the cold-chain logistics sector, while also licensing its technology and patents globally.

The company’s focus is not only on technological innovation but also on the integration of artificial intelligence into its products. Management expects the business combination to strengthen market presence and accelerate growth plans, including broader product and service expansion.

Strategic and Financial Implications for Shareholders

• Potential Share Price Catalyst: The transaction, if completed, will result in a Nasdaq-listed company with a significant implied equity value (\$1.2 billion), which could drive investor interest and impact share price, especially in the green tech and logistics sectors.
• Leadership Continuity: SingAuto’s CEO will remain at the helm of PubCo, providing continuity and a clear strategic vision.
• Regulatory Risks: Completion is subject to regulatory and shareholder approvals, SEC review, and Nasdaq listing approval. Delays or failure in any of these could materially affect share price.
• Potential Volatility: The announcement and pending completion may cause share price volatility. Market reception to the combined entity’s growth prospects, business model, and execution capabilities will be key drivers.
• Legal and Transactional Risks: As with any de-SPAC merger, the transaction carries risks related to deal completion, regulatory review, potential litigation, and integration.

Advisors

• Blueport: Loeb & Loeb LLP (U.S.), Ogier (Cayman)
• SingAuto: Robinson & Cole LLP (U.S.), ShookLin & Bok (Singapore), Ogier (Cayman)

What Shareholders Should Watch

• The progress of SEC review and regulatory filings, including the upcoming Form F-4 registration statement, which will contain detailed information about the merger and PubCo.
• Approval by Blueport and SingAuto shareholders, which will be necessary for the deal to move forward.
• Potential competitive, operational, and market risks highlighted in Blueport’s latest 10-K and future SEC filings.
• Any changes to the terms, timeline, or likelihood of transaction completion, as these may be price sensitive.

Forward-Looking Statements and Risks

The announcement contains forward-looking statements regarding the anticipated benefits and timing of the transaction, future performance of PubCo, and industry growth prospects. Investors should be aware that such statements are subject to numerous risks, including but not limited to deal completion, regulatory approvals, market volatility, and operational execution. Actual results may differ materially from those projected.

How to Stay Informed

Investors and shareholders are encouraged to read all relevant documents filed with the SEC, including the Proxy Statement/Prospectus, once available, at www.sec.gov.

Contact Information

• Blueport Acquisition Ltd: William S. Rosenstadt, Tel: +1 212.588.0022, Email: [email protected]
• SingAuto Inc: Jimmy Tan, IRC, Tel: +65 6970 7107, Email: [email protected]

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities or a solicitation of any vote or approval in connection with the proposed business combination. The completion of the transaction is subject to various risks, including but not limited to regulatory and shareholder approvals, and may not occur as anticipated or at all. Investors are urged to read the official filings with the SEC, including the proxy statement/prospectus, when available, and should consult their own financial or legal advisors before making any investment decisions.

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