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Blueport Acquisition Ltd (Nasdaq: BPAC) and SingAuto Inc have entered into a definitive business combination agreement under which a newly formed holding company would be listed on Nasdaq following the completion of the proposed transactions. The closing is subject to customary conditions, including regulatory and shareholder approvals.
Headquartered in Singapore, SingAuto designs, produces and manufactures smart commercial electric vehicles (CEVs) for green cold-chain logistics technology solutions. The company has completed research, development and testing of its flagship new energy refrigerated commercial vehicle, the S1, covering application scenarios for improving delivery efficiency of frozen, chilled and fresh produce, as well as pharmaceutical products, within 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. It also licenses its technology, patents and related services to other companies. The company says its competitive advantages include its business models, technology innovations and management team.
Under the business combination agreement, Blueport will merge with and into NeoCryo Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Blueport, with NeoCryo as the surviving entity (the “Reincorporation Merger”). At least one business day after the Reincorporation Merger, NeoCryo Merger Sub Ltd, another Cayman Islands exempted company and a wholly owned subsidiary of Blueport, will merge with and into SingAuto, with SingAuto as the surviving entity and a wholly owned subsidiary of NeoCryo (the “Acquisition Merger”). NeoCryo is referred to as “PubCo” upon consummation of the proposed transactions.
Following 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 share 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 PubCo; and (iv) each right of Blueport will be converted into a right to receive one-sixth of one ordinary share of PubCo 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 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 companies expect the deal to close by the end of 2026, subject to regulatory and shareholder approvals, including that the U.S. Securities and Exchange Commission completes its review of the Proxy Statement/Prospectus and that Nasdaq approves the listing of PubCo ordinary shares.
SingAuto Chairman and Chief Executive Officer Yuqiang Liu said the business combination would strengthen SingAuto’s market presence and allow the company to accelerate its business plan and growth, adding that the company focuses on integrating artificial intelligence into its products.
Blueport Chief Executive Officer William S. Rosenstadt said the team had been searching for a target to add value to shareholders and that SingAuto’s green cold-chain logistics technology solutions for smart commercial electric vehicles would benefit from becoming a public company.
SingAuto’s Chairman and Chief Executive Officer, Yuqiang Liu, is expected to continue to lead PubCo after the closing.
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.
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 intended to meet demand across different markets.
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 William Rosenstadt, Chief Executive Officer, and Kulwant Sandher, Chief Financial Officer.
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