Blueport Acquisition Ltd filed an 8-K under Item 1.01 reporting entry into an Agreement and Plan of Merger dated May 1, 2026. Counterparties are NeoCryo Inc (Purchaser, wholly owned by Parent), NeoCryo Merger Sub Ltd, and SINGAUTO Inc. (Company). A Rule 425 box is checked. Exhibit 2.1 is the merger agreement; related support, lock-up, and registration-rights forms are attached, with a press release under Item 7.01 as Exhibit 99.1. Structure is a reincorporation merger of Parent into Purchaser, then at least one business day later an acquisition merger of Merger Sub into SINGAUTO, with SINGAUTO surviving as a wholly owned subsidiary of Purchaser (PubCo). At reincorporation: Class B converts 1:1 into Class A; units separate into shares and rights; each Parent ordinary share becomes one Purchaser ordinary share; each Parent right becomes a right to receive one-sixth of one Purchaser ordinary share at Closing and ceases trading. Merger consideration to existing Company shareholders is $1,200,000,000, paid entirely in stock as 120,000,000 Purchaser ordinary shares valued at $10.00 per share. Company ordinary shares cancel into those merger consideration shares. PubCo is to adopt an equity incentive plan sized at 10% of outstanding shares immediately after Closing. Closing conditions are customary SPAC terms: both shareholder approvals, no injunctions, required governmental consents, SEC effectiveness of a joint Form F-4 (registration of Purchaser shares plus Parent proxy and redemption offer), Nasdaq listing approval for Purchaser shares, and HSR/antitrust clearance if applicable. Parent-side extras include no Company MAE, material compliance, consents, and execution of an IP Cooperation Agreement. Company-side extras include Parent material compliance, no Parent MAE, Exchange Act reporting compliance, and no Nasdaq written notice of listing failure. Sponsor support includes vote for, no redeem, and conversion-ratio waiver; company support is vote-for and lock on transfer. Lock-ups at closing: sponsor private-unit exchange shares/rights 30 days; other ≥5% holders 180 days, with a $12.00 / 20-of-30 trading-day early release after day 90. Close-path (Pulse): DA is signed and the path runs through F-4 effectiveness, shareholder votes, and Nasdaq listing of Purchaser shares—standard post-DA process, not close. Cash (V): target consideration is all stock; public shareholders get a redemption election only via the forthcoming proxy/F-4. Rights are path-tied: they convert into 1/6 Purchaser share at Closing and stop trading; no separate cash settlement of rights is stated. Sponsor agrees not to redeem. The filing does not state trust cash, IPO size, redemption totals, PIPE or other financing, a minimum-cash condition, an outside/drop-dead date, exchange ratio mechanics beyond the fixed 120 million shares, or terms of the IP Cooperation Agreement beyond a 10-business-day execution deadline for termination rights.

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