As filed with the U.S. Securities and Exchange Commission on October 28, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

NeoCryo Inc

(Exact name of registrant as specified in its charter)

366 Madison Ave., 9th Floor

New York, NY 10017
(212) 829-8937
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

366 Madison Ave., 9th Floor

New York, NY 10017
(212) 829-8937
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Co-Registrant:

SINGAUTO Inc.
(Exact name of co-registrant as specified in its charter)

16 Collyer Quay

Collyer Quay Centre #06-02

Singapore 049318
+65 6970 7107
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The registrant and co-registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION DATED OCTOBER 28, 2026

PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
BLUEPORT ACQUISITION LTD

PROSPECTUS FOR UP TO 127,384,750 ORDINARY SHARES

AND 5,947,250 RIGHTS TO RECEIVE 991,208 ORDINARY SHARES OF
NEOCRYO INC

Proxy Statement/Prospectus dated [●], 2026
and first mailed to shareholders on or about [●], 2026.

The board of directors of Blueport Acquisition Ltd, a Cayman Islands exempted company (“BPAC” or “Parent”), has unanimously approved the agreement and plan of merger, dated as of May 1, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among BPAC, NeoCryo Inc, a Cayman Islands exempted company and wholly-owned subsidiary of BPAC (the “Purchaser”), NeoCryo Merger Sub Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of BPAC (“Merger Sub”), and SINGAUTO Inc., a Cayman Islands exempted company (“SINGAUTO” or the “Company”). Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with applicable laws, the Merger Agreement provides for a business combination between BPAC and SINGAUTO, which will be effected in two steps as follows: (i) BPAC will merge with and into the Purchaser (the “Reincorporation Merger”), with the Purchaser surviving the Reincorporation Merger as a public company (“PubCo”); and (ii) at least one business day after the consummation of the Reincorporation Merger, Merger Sub, which will become a wholly-owned subsidiary of PubCo as a consequence of the Reincorporation Merger, will merge with and into SINGAUTO, with SINGAUTO continuing as the surviving company in the merger and becoming a wholly-owned subsidiary of PubCo (the “Acquisition Merger” and together with the Reincorporation Merger, the “Business Combination”). The aggregate consideration to be paid to existing shareholders of SINGAUTO is $1,200,000,000, consisting of 120,000,000 newly issued PubCo ordinary shares, valued at $10.00 per share.

Pursuant to the terms of the Merger Agreement, upon the closing of the Business Combination, BPAC shareholders will receive the consideration specified below. At the Meeting (as defined below), BPAC shareholders will be asked to consider and vote upon the following proposals:

If the BPAC shareholders approve the Reincorporation Merger Proposal and the Business Combination Proposal, at the effective time of the Reincorporation Merger, (A) all outstanding Units of BPAC (each consisting of (i) one BPAC Class A ordinary share and (ii) one BPAC Right to receive one-sixth (1/6) of one BPAC Class A ordinary share upon the consummation of an initial business combination) will separate into their individual components of BPAC Class A ordinary shares and BPAC Rights, and will cease separate existence and trading, and (B) BPAC Class B ordinary shares will automatically convert into BPAC Class A ordinary shares, and the current equity holdings of the BPAC shareholders shall be exchanged as follows:

Each BPAC Class A ordinary share issued and outstanding immediately prior to the effective time of the Reincorporation Merger that is held by a shareholder who has validly exercised dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Islands Companies Act and who has not effectively withdrawn or lost such dissenters’ rights under the Cayman Islands Companies Act (such shares, the “Dissenting Shares”) will not be converted into the right to receive PubCo ordinary shares in the Reincorporation Merger, but instead will entitle the holder thereof only to receive the payment determined in accordance with section 238 of the Cayman Islands Companies Act with respect to such Dissenting Shares.

It is anticipated that, upon consummation of the Business Combination, BPAC’s public shareholders would retain an ownership interest of approximately 5.2% of the Combined Company, the Sponsor, officers, directors and other holders of founder shares would retain an ownership interest of approximately 1.3% in the Combined Company and the SINGAUTO shareholders would own approximately 93.5% of the outstanding ordinary shares of the Combined Company. These relative percentages assume that none of BPAC’s existing public shareholders exercise their redemption rights, as discussed herein. If any of BPAC’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of BPAC’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

BPAC’s Units, Class A ordinary shares and public rights are listed on The Nasdaq Capital Market under the symbols “BPACU,” “BPAC” and “BPACR,” respectively. PubCo intends to apply for listing of its ordinary shares on Nasdaq under the proposed symbol “NYO” in connection with the Business Combination. BPAC cannot assure you that the PubCo ordinary shares will be approved for listing on Nasdaq.

Proposals to approve the Reincorporation Merger and the Reincorporation Plan of Merger, the Merger Agreement and the transactions contemplated thereby, including the Business Combination, and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of BPAC shareholders scheduled to be held on , 2026 at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via live webcast at https:// (the “Meeting”).

Set forth below is a summary of the terms and amount of the compensation received or to be received by BPAC Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by PubCo to BPAC Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

Investing in PubCo securities involves a high degree of risk. We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 19.

As used in this proxy statement/prospectus, “BPAC,” “Parent,” “we,” “us,” or “our” refers to Blueport Acquisition Ltd, and its subsidiaries, “PubCo” or “Purchaser” refers to NeoCryo Inc, the “Combined Company” refers to the combined company after the Business Combination, and “SINGAUTO” or “SingAuto” refers to SINGAUTO Inc. and its subsidiaries.

As of June 30, 2026, there was approximately $58.8 million in BPAC’s trust account (the “Trust Account”). On [●], 2026, the last sale price of BPAC Class A ordinary shares on Nasdaq was $[●] per share.

Other than the Convertible Note, BPAC has not engaged in any material financing transactions since its initial public offering. No additional material financing transactions are expected to occur in connection with the consummation of the Business Combination.

Pursuant to BPAC’s memorandum and articles of association, conditionally adopted by a special resolution passed on August 15, 2025 and effective immediately prior to the listing of the securities of BPAC on Nasdaq on November 12, 2025 (the “Existing Charter”), BPAC is providing its public shareholders with the opportunity to redeem all or a portion of their BPAC Class A ordinary shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in BPAC’s Trust Account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding BPAC Class A ordinary shares that were sold as part of the BPAC Units in BPAC’s initial public offering (“IPO”), subject to the limitations described therein. BPAC estimates that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $[●] at the time of the Meeting. BPAC’s public shareholders may elect to redeem their shares even if they vote against the Reincorporation Merger or do not vote at all. BPAC has no specified maximum redemption threshold under BPAC’s Existing Charter, except that BPAC will only consummate an initial business combination if its net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of such business combination. Holders of outstanding BPAC Rights do not have redemption rights in connection with the Business Combination.

BPAC is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Meeting and at any adjournments or postponements of the Meeting. Pursuant to the letter agreement dated November 11, 2025 (the “Letter Agreement”), the Initial Shareholders, who as of the Record Date owned 197,250 Private Placement Units and 1,437,500 BPAC Class B ordinary shares, or approximately 22.1% of the outstanding BPAC ordinary shares, have agreed to vote all their shares in favor of the Reincorporation Merger Proposal and the Business Combination Proposal, which transactions comprise the Business Combination, and intends to vote for the Nasdaq Proposal, the Advisory Governance Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal.

Each shareholder’s vote is very important. Whether or not you plan to participate in the Meeting, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the Meeting. Voting by proxy will not prevent a shareholder from voting at the Meeting if such shareholder subsequently chooses to participate in the Meeting.

In connection with the Business Combination, BPAC’s board obtained a fairness opinion from Revere Securities LLC dated May 1, 2026. For more information, see “The Business Combination Proposal - Basis for the BPAC Board’s Recommendation - Fairness Opinion.”

After careful consideration, BPAC’s board of directors has approved the Business Combination and determined that the Proposals are advisable and fair to and in the best interests of BPAC and its shareholders and unanimously recommends that BPAC shareholders vote “FOR” approval of each of the Proposals. When you consider BPAC’s board of directors’ recommendation of these Proposals, you should keep in mind that BPAC’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the sections titled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Compensation Received by Sponsor and its Affiliates,” and “BPAC’s Directors and Executive Officers — Conflicts of Interest” for additional information. The Sponsor will receive PubCo ordinary shares in connection with the Business Combination. These securities issuances are expected to result in material dilution of the equity interests of non-redeeming shareholders who hold the securities until the consummation of the Business Combination. For more details on the interests of the Sponsor and BPAC’s officers and directors, see the sections entitled “Risk Factors — Risks Related to the Business Combination — BPAC’s shareholders will experience immediate dilution as a consequence of, among other transactions, the issuance of PubCo ordinary shares as consideration in the Business Combination. Having a minority share position may reduce the influence that BPAC’s current shareholders have on the management of PubCo.” and “Your ownership percentage in PubCo will be less than the ownership percentage you currently hold in BPAC.”

Although PubCo is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Business Combination, PubCo will become subject to the reporting requirements of the Exchange Act. PubCo intends to apply for listing of its ordinary shares on Nasdaq under the proposed symbol “NYO” to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the PubCo ordinary shares are approved for listing on Nasdaq (subject only to official notice of issuance thereof). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that PubCo’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 19 for more information.

PubCo will be an “emerging growth company” as defined in the U.S. Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”) and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

PubCo will also be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the “short-swing” profit recovery provisions under Section 16 of the Exchange Act, although the executive officers and directors of PubCo will be required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. The principal shareholders of PubCo who are neither its officers nor directors, however, will remain exempt from Section 16(a) reporting requirements. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides BPAC shareholders with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of BPAC shareholders. We encourage you to read the entire accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 19 of the accompanying proxy statement/prospectus.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about BPAC that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by BPAC with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

[PROXY SOLICITOR]

Toll Free:
Collect:
Email:

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Meeting, or no later than [●], 2026. Please be sure to include your complete name and address in your request. Please see “Where You Can Find More Information” to find out where you can find more information about BPAC and SINGAUTO. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither BPAC nor SINGAUTO has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the SEC by PubCo and SINGAUTO, constitutes a prospectus of PubCo and SINGAUTO under Section 5 of the Securities Act with respect to the PubCo ordinary shares to be issued to BPAC and SINGAUTO shareholders in connection with the Business Combination. This document also constitutes a proxy statement of BPAC under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the extraordinary general meeting of BPAC shareholders to consider and vote upon the Reincorporation Merger Proposal, the Business Combination Proposal, the Nasdaq Proposal, the Advisory Governance Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “SINGAUTO” or “SingAuto” refer to SINGAUTO Inc. All references in this proxy statement/prospectus to “BPAC” refer to Blueport Acquisition Ltd.

References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In particular, in certain cases, percentage changes are based on a comparison of the actual values recorded in the relevant financial statements and not rounded values shown in this proxy statement/prospectus.

BLUEPORT ACQUISITION LTD

366 Madison Ave., 9th Floor
New York, NY 10017

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
BLUEPORT ACQUISITION LTD
TO BE HELD ON [●], 2026

To Blueport Acquisition Ltd Shareholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary meeting of the shareholders of Blueport Acquisition Ltd (“BPAC,” “we,” “our” or “us”), which will be held at [●] [a.m./p.m.], Eastern Time, on [●], 2026 (the “Meeting”) at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via live webcast at https://[●]. We encourage shareholders to attend the Meeting virtually.

During the Meeting, BPAC’s shareholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

The Business Combination Proposal is conditioned upon the approval of Proposal No. 1 and Proposal No. 3. Proposals No. 1 and 3 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that any of the Reincorporation Merger Proposal, Business Combination Proposal, or Nasdaq Proposal is not approved, BPAC will not consummate the Business Combination. If BPAC is unable to complete a business combination by February 13, 2027, BPAC will be required to dissolve and liquidate, unless an extension has been approved by shareholders as allowed under our amended and restated memorandum and articles of association.

Approval of the Reincorporation Merger Proposal will require the affirmative vote of two-thirds of the votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Nasdaq Proposal, the Advisory Governance Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal will each require the affirmative vote of a majority of the votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting or any adjournment thereof.

As of [●], 2026, there were 5,947,250 BPAC Class A ordinary shares and 1,437,500 BPAC Class B ordinary shares issued and outstanding and entitled to vote. Only holders of BPAC ordinary shares of record as of the close of business on [●], 2026 are entitled to vote at the Meeting or any adjournment of the Meeting. This proxy statement/prospectus is first being mailed to BPAC shareholders on or about [●], 2026.

Investing in the Combined Company’s securities involves a high degree of risk. See “Risk Factors” beginning on page 19 of this proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in the Combined Company’s securities.

As used in this proxy statement/prospectus, “BPAC,” “Parent,” “we,” “us,” or “our” refers to Blueport Acquisition Ltd and its subsidiaries, “PubCo” or “Purchaser” refers to NeoCryo Inc, the “Combined Company” refers to the combined company after the Business Combination, and “SINGAUTO” or “SingAuto” refers to SINGAUTO Inc. and its subsidiaries.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the Internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your BPAC ordinary shares online if you subsequently choose to participate in the Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only shareholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to [PROXY SOLICITOR], [ADDRESS], Attention: [_______], Telephone: [_______], that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

BPAC’s board of directors unanimously recommends that BPAC shareholders vote “FOR” approval of each of the Proposals. When you consider BPAC’s board of directors’ recommendation of these Proposals, you should keep in mind that BPAC’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the sections titled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Compensation Received by Sponsor and its Affiliates,” and “BPAC’s Directors and Executive Officers — Conflicts of Interest.”

On behalf of BPAC’s board of directors, we thank you for your support and we look forward to the successful consummation of the Business Combination.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus, the terms, “BPAC,” “Parent,” “we,” “us” or “our” refer to Blueport Acquisition Ltd, a Cayman Islands exempted company. Further, in this document:

SINGAUTO’s reporting currency is U.S. dollars, abbreviated as US$. This proxy statement/prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, the relevant exchange rates are listed below. The Singapore Dollar, abbreviated as SGD, is the functional currency of SINGAUTO’s subsidiary in Singapore, and the United Arab Emirates Dirham, abbreviated as AED, is the functional currency of SINGAUTO’s subsidiary in the UAE. SINGAUTO presents the exchange rates below because its consolidated financial statements are reported in U.S. dollars, while certain subsidiary financial information is translated from SGD and AED into U.S. dollars. We make no representation that any Singapore dollar, United Arab Emirates Dirham, or U.S. dollar amounts referred to in this proxy statement/prospectus could have been or could be converted into U.S. dollars, Singapore dollars or United Arab Emirates Dirham, as the case may be, at any particular rate, or at all.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of BPAC and/or SINGAUTO and may include statements for the period following the consummation of the Business Combination that involve substantial risks and uncertainties. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SINGAUTO” and “Information about SINGAUTO.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” or the negative of these terms or other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of BPAC and SINGAUTO, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by BPAC and the following:

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of BPAC and SINGAUTO prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to BPAC, SINGAUTO or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, BPAC and SINGAUTO undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a shareholder of BPAC, may have regarding the Proposals being considered at the Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

Proposal No. 2 — The Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal No. 2.

Proposal No. 3 — The Nasdaq Proposal requires the affirmative vote of a majority of the votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal No. 3.

Proposal No. 4 — The Advisory Governance Proposals require the affirmative vote of a majority of the votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal No. 4.

Proposal No. 5 — The Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting. Abstentions and broker non-votes will have no effect on the vote for Proposal No. 5.

Proposal No. 6 — The Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting. Abstentions and broker-non votes have no effect on the vote for Proposal No. 6.

These ownership percentages with respect to the Combined Company assume the maximum redemption by the BPAC public shareholders of 5,750,000 ordinary shares. If the actual facts are different from these assumptions, the percentage ownership retained by each party in PubCo, and associated voting power, will be different.

The following table illustrates varying ownership levels of PubCo on a pro-forma basis immediately following the Business Combination:

Notes:

The foregoing interests present a risk that the Sponsor, BPAC’s officers and directors, and their affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with the holders of BPAC public shares. As such, the Sponsor and BPAC’s officers and directors may be incentivized to complete a business combination with a less favorable target company or on terms less favorable to holders of BPAC public shares rather than to liquidate.

The conflicts described above may not be resolved in our favor.

Q: Do any of SINGAUTO’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A: SINGAUTO’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of the BPAC shareholders generally. These interests include, among other things, the interests listed below:

These interests may create potential conflicts of interest or may present considerations that are different from, or in addition to, those of BPAC shareholders generally in determining whether to support the Business Combination.

Q: What are the possible sources and extent of dilution that public shareholders who elect not to redeem their public shares will experience in connection with the Business Combination?

A: The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination transaction itself).

Following the closing of the Business Combination, assuming no redemptions, PubCo would receive approximately $103.4 million of net proceeds. At this level, PubCo’s management believes that PubCo would have resources sufficient to fund the commercialization and production of its S1 and V1 vehicle platforms. Assuming redemptions at a 50% level, net proceeds would be reduced to $74.7 million. At this level, PubCo’s management expects that PubCo would have resources sufficient to fund initial commercialization activities and production preparations for its S1 and V1 vehicle platforms; however, additional funds may be required to fully scale production and commercialization. Last, if redemptions are at maximum, net proceeds would be reduced to $46.1 million. At this level, PubCo’s management expects that PubCo would have resources sufficient to fund near-term commercialization activities for its S1 and V1 vehicle platforms; however, additional funds would be required to fully fund production and commercialization.

Any corrected or changed written demand of redemption rights must be received by VStock two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to VStock at least two business days before the Meeting.

BPAC shareholders may seek to have their public shares redeemed regardless of whether they vote for or against any of the Proposals, or whether they vote at all, and whether or not they are holders of BPAC ordinary shares as of the Record Date. Any public shareholder who holds ordinary shares on or before [●], 2026 (two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (including interest earned, net of taxes payable), divided by the number of then outstanding BPAC Class A ordinary shares that were sold as part of the BPAC Units in the IPO, subject to the limitations described therein. Please see the section titled “The Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Class A ordinary shares for cash.

Additionally, because the Reincorporation Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to BPAC Class A ordinary shares, U.S. Holders exercising such redemption rights may be subject to the potential tax consequences of the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of Exercising Redemption Rights to U.S. Holders of BPAC Class A ordinary shares.” All holders of BPAC Class A ordinary shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

If the Reincorporation Merger qualifies as a Reorganization, U.S. Holders (as defined below in the section titled “Material U.S. Federal Income Tax Consequences”) of BPAC Class A ordinary shares or BPAC Rights generally will not recognize gain or loss on the exchange of BPAC Class A ordinary shares and BPAC Rights for PubCo ordinary shares and PubCo Rights, as the case may be. If the Reincorporation Merger does not qualify as a Reorganization, then a U.S. Holder that exchanges its BPAC Class A ordinary shares or BPAC Rights for PubCo ordinary shares or PubCo Rights, as the case may be, pursuant to the Reincorporation Merger, generally will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo ordinary shares and PubCo Rights received and (ii) the U.S. Holder’s adjusted tax basis in the BPAC Class A ordinary shares and BPAC Rights exchanged, as the case may be.

Even if the Reincorporation Merger qualifies as a Reorganization, U.S. Holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company (“PFIC”) rules, as described in more detail below under “Material U.S. Federal Income Tax Consequences.”

For a more detailed discussion of U.S. federal income tax consequences of the Reincorporation Merger, see “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders of BPAC Securities” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Reincorporation Merger.

To vote online at the Meeting via the Internet, follow the instructions below under “How may I participate in the Meeting virtually?”

To vote in person at the Meeting, you will be given a ballot when you arrive. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you will need to bring to the Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to https://[●] and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m., Eastern Time, on [●], 2026. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the Meeting physically to vote your shares.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares, and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you plan to vote via the Internet, you will need to contact VStock at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of Class A ordinary shares you held as of the Record Date, your name and email address. You must contact VStock for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the Meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to VStock.

Requests for registration should be directed to [PHONE] or email [EMAIL].

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.

You can pre-register to attend the Meeting virtually starting on [●], 2026. Go to https://[●], enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the Meeting, you will need to re-log into https://[●] using your control number.

If your shares are held in street name, and you would like to join and not vote, VStock will issue you a guest control number. Either way, you must contact VStock for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the Meeting for processing your control number.

The Notice of extraordinary general Meeting, proxy statement/prospectus and form of proxy card are available at: https://[●].

Each of the Proposals to be presented at the Meeting is a non-discretionary Proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have no effect on the vote for any Proposal.

[PROXY SOLICITOR]


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Unless revoked, a proxy will be voted at the Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

[PROXY SOLICITOR]

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You may also obtain additional information about BPAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before making a decision on the Business Combination. These risks could have a material adverse effect on the business, financial conditioning and results of operations of the Combined Company, and could adversely affect the trading price of the Combined Company’s securities following the business combination.

Risks Related to SINGAUTO’s Business and Industry

References in this subsection to “we,” “our,” “us” or “our Company” refer to (1) SINGAUTO Inc, prior to the consummation of the Business Combination, and (2) PubCo, after the consummation of Business Combination, unless otherwise specified.

We have a limited operating history and face significant challenges in the refrigerated commercial electric vehicle (EV) industry for cold-chain logistics, which may render the evaluation of our business and prospects difficult and may increase the risk of your investment.

We commenced our operations in 2023. As we only have a limited operating history in the refrigerated commercial electric vehicle industry for cold-chain logistics, it is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. You should consider our business and prospects in light of the risks and challenges that we face as an early-stage company and a new entrant into these fast-developing industries, including our ability to:

If we fail to address any or all of these risks and challenges, our business, results of operations and financial condition could be adversely affected. We have a limited operating history on which investors can base an evaluation of our business, results of operations and prospects. We have not commenced commercial sales of our vehicles and have not generated revenue from vehicle sales or related services. It is difficult to predict our future revenue and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates, or if we adjust our estimates in future periods, our results of operations and financial position could be materially affected. The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared by management and reflects current estimates of future performance. The projected results depend on the successful implementation of management’s growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment, and may not even occur. As such, the projections are subject to uncertainties due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes.

Our business model has yet to be fully tested. Any failure to implement our strategic plans could have a material adverse effect on our business, harm our reputation and result in substantial liabilities that exceed our resources.

As a new enterprise, we may encounter difficulties that are beyond our control, including substantial risks and expenses when entering new markets, organizing operations and undertaking marketing activities. We may not be able to estimate the demand for our refrigerated commercial electric vehicles accurately, which could result in various inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict supply and demand for our products, or if we fail to invest in talents, technologies and capital equipment to meet market demand, we could incur additional costs or experience delays. The likelihood of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. We cannot assure you that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital or operate profitably.

We will continue to encounter risks and difficulties frequently experienced by companies in the early commercial stage, including scaling up our infrastructure and headcount, as well as unforeseen expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital-intensive nature of our industry, we expect to continue to incur substantial operating expenses without generating sufficient revenue to cover expenditures in the near term. As such, any investment in us may result in the loss of your investment.

Our ability to develop and manufacture refrigerated commercial electric vehicles of sufficient quality and appeal to customers on schedule and on a large scale is unproven.

Our business depends in large part on our ability to develop, manufacture, market and sell our refrigerated commercial electric vehicles. We have completed the research, development, prototyping and validation testing of the S1 vehicle, with commercial production and deliveries targeted for the first quarter of 2027. We have also finalized the research, development and prototyping of the V1 vehicle and currently expect to commence its mass production and deliveries in the third quarter of 2027. The continued development of and the ability to manufacture our refrigerated commercial electric vehicles at scale are and will be subject to risks, including with respect to:

To date, we have limited experience, as a company, designing, testing, manufacturing, marketing, and selling our vehicles and therefore cannot assure you that we will be able to meet customer expectations. Any of the foregoing could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

If we cannot successfully overcome the barriers to commercializing our refrigerated commercial electric vehicles, our business will be negatively impacted.

The market for vehicles used in the cold-chain logistic industry has significant entry barriers, including substantial capital requirements, investment costs of designing and modifying vehicles, long lead times to bring vehicles to market from the concept and design stage, specialized design and development expertise, regulatory requirements, brand establishment, and setting up sales and distribution networks. In addition, our planned commercialization strategy depends in part on our ability to coordinate mass production with manufacturing partners, which may involve challenges relating to production readiness, supplier coordination, quality control, production scheduling, regulatory certification and the ability of such partners to manufacture vehicles at the required scale and specifications. If we fail to surmount these barriers, or if our manufacturing partners are unable to support production on the timelines, volumes, costs or quality standards we expect, our ability to grow our business will be harmed, and our business, prospects, results of operations and financial condition will be materially and adversely affected.

We may also be required to make substantial additional investments to keep our vehicles and related technologies competitive as customer requirements, regulatory standards and industry technologies continue to evolve. Future upgrades to our vehicle platforms, battery systems, refrigeration and temperature-control functions, connected monitoring systems, software, driver-assistance capabilities, charging-related functions or other technologies may require significant expenditures for research and development, engineering, tooling, testing, validation, certification and supplier integration. If we are unable to make these investments on a timely or cost-effective basis, or if such upgrades do not perform as expected or achieve customer acceptance, our products may become less competitive and our commercialization efforts could be materially and adversely affected.

We depend and expect to continue to significantly depend on revenue generated from a limited number of vehicle models.

Our business heavily depends on the successful development and commercialization of a limited number of refrigerated commercial electric vehicle models. We have been developing our initial vehicle models, including the S1 refrigerated intelligent commercial electric van, or S1 vehicle, and the V1 refrigerated commercial electric van, or V1 vehicle. We have completed the development and prototyping of both models and expect to commence mass production and deliveries of the S1 vehicles and V1 vehicles in the first quarter of 2027 and the third quarter of 2027, respectively. If our product variety and release cycles do not meet customer expectations, or if our vehicles cannot be produced on our projected timelines and cost and volume targets in collaboration with vehicle manufacturers, our future sales will be adversely affected. As we will primarily depend on a limited number of models for the foreseeable future, any particular model that is not well received by the market could materially and adversely affect our sales and, consequently, our business, results of operations and financial condition.

We may experience significant delays in the development, production or delivery of refrigerated commercial electric vehicles, which could harm our business and prospects.

Automotive companies often experience delays in the development, manufacturing and commercialization of new vehicle models. If we experience delays in the production or delivery of refrigerated commercial electric vehicles, including our initial vehicle models or any future vehicle models or configurations we may develop, our growth prospects could be adversely affected as we may fail to achieve expected customer adoption or market share. Furthermore, our commercialization plan depends in part in third-party contract manufacturers, suppliers and other partners for manufacturing support and for the provision and development of key components and materials used in our vehicles. If our manufacturing partners and suppliers experience any delays in providing us with necessary services, components or products, we could experience delays in meeting our development, production or delivery timelines. Any of the foregoing could materially and adversely affect our brand, business, prospects, results of operations and financial condition.

Manufacturing in collaboration with partners is subject to risks.

Our planned manufacturing model may involve in-house manufacturing arrangements, third-party manufacturers, suppliers, assembly partners and other business partners, including the importation of semi knocked-down, or SKD, parts from original equipment manufacturers for knocked-down, or KD, assembly production in selected target markets. This model is subject to operational risks that may be beyond our control. We could experience production and delivery delays if our manufacturing partners, suppliers or assembly partners do not meet agreed-upon timelines, experience capacity constraints, encounter financial difficulties or face operational challenges. We may also have disputes with our manufacturing partners, suppliers or other business partners. In addition, we and our brand image could be affected by adverse publicity or public sentiment regarding our manufacturing partners or suppliers, whether or not such publicity or public sentiment is related to their collaboration with us. We expect to rely on our manufacturing partners and suppliers meet applicable quality standards, production specifications and regulatory requirements, and we cannot assure you that we will be able to maintain consistent quality standards across our planned manufacturing and assembly arrangements. If our manufacturing partners or suppliers fail to maintain necessary approvals or certificates for vehicle manufacturing or for the manufacturing of specific products or fail to obtain new approvals or certificates for our future products, we could experience production delays, supply interruptions, disputes with partners or customers, which could have a material impact on our business.

If we are unable to enter into or maintain manufacturing, supply or assembly arrangements with third-party partners on acceptable terms and conditions, we may need to identify alternative partners or increase our own manufacturing or assembly capabilities. Any transition to new third-party manufacturers or assembly partners, or any increase in our own manufacturing or assembly capacity, may be more time-consuming and costly than expected. In particular, our planned manufacturing facility in Abu Dhabi is currently in the planning stage and is expected to become ready for production in or around the second half of 2027, subject to developments in the Iran conflict, construction progress, equipment installation, regulatory approvals, supply chain readiness and other factors. If we are unable to implement our planned manufacturing model, including through our planned KD/SKD assembly strategy, our ability to commence commercial production and delivery of our vehicles may be materially and adversely affected.

Our business may be subject to risks associated with manufacturing, cost overruns and delays, and other contingencies that may arise in the course of constructing or preparing our manufacturing facilities.

We plan to operate a manufacturing facility in Abu Dhabi, United Arab Emirates, to support our KD/SKD assembly production strategy. As of the date of this proxy statement/prospectus, the facility is in the planning stage, and we expect it to become ready for production in or around the second half of 2027, subject to developments in the Iran conflict, construction progress, equipment installation, regulatory approvals, supply chain readiness and other factors. The conflict involving Iran may affect planning and activities relating to our leasehold land in the UAE, as well as regional operating conditions, including labor and shipping costs, contractor availability, construction schedules, logistics and regulatory or administrative processes, any of which could delay the readiness of the Abu Dhabi facility.

In addition, we have entered into two non-binding MOUs with THi Holding Management Corporation, or THi, relating to the proposed acquisition by THi or its designated affiliate of our UAE subsidiary, SingAuto Manufacturing L.L.C-S.P.C., and the proposed leaseback to us of a portion of the customized factory buildings to be constructed on the project land within KEZAD, Abu Dhabi for our KD/SKD assembly operations. See “Information About SINGAUTO — Properties” for more information. The proposed transactions with THi are subject to due diligence, regulatory approvals, definitive documentation and other conditions, and there can be no assurance that they will be completed on the terms currently contemplated or at all. If the proposed transactions are not completed, or if THi or its designated affiliate fails to develop, construct, operate or make the leased premises available to us on the expected timeline and on commercially acceptable terms, our planned Abu Dhabi manufacturing operations could be disrupted or delayed, and our business, prospects, results of operations and financial condition could be materially and adversely affected.

The construction and preparation of our planned KD assembly facilities may be subject to applicable local laws, regulations, permits and approvals relating to building, safety, environmental protection, land use, utilities, manufacturing and related matters. These requirements, together with contractor performance, equipment installation, supply chain readiness and other contingencies, may cause delays or cost overruns or prevent the construction. Material delays or cost overruns, or inability to construct our facilities could delay our production readiness, commercial production and deliveries, and could have a material adverse effect on our business, prospects, results of operations and financial condition.

We need to develop complex technology and operating systems, both internally and in coordination with third-party research and development partners, vendors and suppliers, to support the production, commercialization and operation of our refrigerated commercial electric vehicles and solutions, and we cannot assure you that such systems will be successfully developed.

Our vehicles and related services and solutions will require a substantial amount of third-party and internally developed software and complex hardware to operate. The development of such advanced technologies is inherently complex and costly, and we will need to coordinate with our third-party research and development partners, suppliers and other technical resources in order to produce, commercialize and support the operation of our refrigerated commercial electric vehicles and related services and solutions. Defects and errors may be revealed over time and our control over the performance of third-party services and systems may be limited. We may be unable to develop the necessary software and technology systems or meet the technological requirements to support our business plan. In addition, the technology may not comply with the cost, performance useful life and warranty requirements we anticipate in our business plan. As a result, our business plan could be significantly impacted, and we may incur significant liabilities under warranty claims which could adversely affect our business, prospects, and results of operations.

Our research and development efforts may not yield the expected results.

Technological innovation is critical to our success, and our technology capabilities depend on research and development efforts conducted both through internal coordination and collaborations with third-party research and development partners. We have been investing heavily in our research and development efforts. In the fiscal years ended March 31, 2025 and 2026, we incurred research and development expenses of approximately US$4.9 million and US$5.2 million, respectively, accounting for approximately 67.5% and 54.0% of our total operating expenses in the same periods, respectively. Given the rapid technological changes in the industry, we need to invest significant resources in research and development to lead technological advances in order to remain competitive in the market. Therefore, we expect that our research and development expenses will continue to be significant. Furthermore, research and development activities are inherently uncertain, and we cannot assure you that we will continue to achieve technological breakthroughs and successfully commercialize such breakthroughs. As a result, our significant expenditures on research and development may not generate corresponding benefits. If our research and development efforts fail to keep up with the latest technological developments, we would suffer a decline in our competitive position.

In addition to our internal capabilities, we also rely on technologies, technical support and development efforts of third-party research and development partners, suppliers and other external technical resources s to enhance the performance of our vehicles. We plan to upgrade our current and planned models and introduce new models in collaboration with relevant vehicle manufacturers in order to equip our vehicles with the latest technologies, which could involve substantial costs and lower our return on investment for existing models. We cannot assure you that we will be able to equip our vehicles with the latest technologies. Even if we are able to keep pace with technological advancement and develop new models, prior models could become obsolete more quickly than expected, potentially reducing our return on investment.

The refrigerated commercial electric vehicle industry and its technology are rapidly evolving and may be subject to unforeseen changes which could adversely affect the demand for our vehicles or increase our operating costs.

We may be unable to keep up with changes in electric vehicles, the cold-chain logistics industry or alternatives to electricity as a fuel source and, as a result, our competitiveness may suffer. Developments in alternative technologies, such as advanced diesel, hydrogen, ethanol, fuel cells, or compressed natural gas, or improvements in the fuel economy of the internal combustion engine vehicles or the cost of gasoline, may materially and adversely affect our business and prospects in ways we do not currently anticipate. Existing and other battery cell technologies, fuels or sources of energy may emerge as customers’ preferred alternative to our vehicles. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced refrigerated commercial electric vehicles, which could result in the loss of competitiveness of our vehicles, reduced or delayed revenue generation and a loss of market share to competitors. Our research and development efforts may not be sufficient to adapt to changes in alternative fuel, electric vehicle technology and refrigeration cold chain technology. As technologies change, we plan to upgrade or adapt our vehicles and related services and solutions with the latest technology. However, our vehicles and related services and solutions may not compete effectively with alternative systems if we are not able to source and integrate the latest technology into our vehicles. Additionally, the introduction and integration of new technologies into our vehicles may increase our costs and capital expenditures required for the production of our vehicles and, if we are unable to cost efficiently implement such technologies or adjust our manufacturing operations, our business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected.

Our future growth is dependent upon customers’ willingness to adopt refrigerated commercial electric vehicles and related services and solutions. If the market for refrigerated commercial electric vehicles does not develop or develops slower than we expect, our business, prospects, results of operations and financial condition will be adversely affected.

The market for refrigerated commercial electric vehicles, is relatively new and untested and is expected to experience technology innovation, intense price competition among numerous competitors, evolving regulations and industry standards, and unpredictable customer preferences. Our growth is highly dependent upon customers’ shift towards alternative fuel and electric vehicles.

Factors that may influence the adoption of refrigerated commercial electric vehicles include but are not limited to the following, most of which are beyond our control:

If, in weighing these factors, our potential customers determine that there is not a compelling business justification for purchasing refrigerated commercial electric vehicles in general or those designed and sold by us, then the market for such vehicles may not develop as we expect or may develop more slowly than we expect, which would materially and adversely affect our business, prospects, results of operations and financial condition.

We and our licensee have a limited number of customers arrangements and non-binding MOUs for our refrigerated commercial electric vehicles or licensed products, and we cannot guarantee that non-binding MOUs of understanding will be converted into actual orders.

As of the date of this proxy statement/prospectus, we have entered into MOUs with 10 potential customers from Asia, Australia and the Middle East and Xinshiya Shanghai has entered into MOUs with 8 potential customers from the PRC and Hong Kong under which we are entitled to a royalty fee for sales, covering approximately 14,000 S1 vehicles in the aggregate. These MOUs are generally non-binding and remain subject to further negotiation, customer requirements, financing arrangements, production schedules and the execution of definitive agreements. Those MOUs with potential customers do not represent assured sales and may not be converted into actual orders. In particular, we or Xinshiya Shanghai cannot ensure that these potential customers have or will have the financial capacity to place orders or that their interest in our products or licensed products will persist. In addition, we and Xinshiya Shanghai have only received limited deposits from some of these potential customers, and they have no obligation to make purchases under those non-binding MOUs. Furthermore, these potential customers may not perform as expected and, therefore, may not have the means or market demand to convert the non-binding MOUs into real orders. If we or Xinshiya Shanghai fails to convert these arrangements into binding orders or secure long-term contracts for volume sales, our business, prospects, results of operations and financial condition may be materially and adversely affected. In August 2026, Xinshiya Shanghai entered into a definitive agreement with a customer.

Even if we or Xinshiya Shanghai secures more orders, customers may cancel their orders for various reasons or limit their initial purchases as they assess our refrigerated commercial electric vehicles and contemplate a broader transition to other alternative solutions. Their decision-making will depend on the safety, reliability, efficiency and quality of our products or licensed products, as well as the support and service that we or Xinshiya Shanghai are able to provide or facilitate. It will also depend on factors beyond our control or control of Xinshiya Shanghai, such as general market conditions and broader trends in transportation, including fleet management, and the availability and cost of charging infrastructure, and the availability and attractiveness of other clean-energy vehicle solutions. As a result, there is significant uncertainty concerning the demand for our products or licensed products and our potential growth rate.

We have depended on a limited number of vendors, service providers and related parties for a significant portion of our purchases.

For the year ended March 31, 2026, two vendors accounted for 10% or more of our total purchases, representing 42.9% and 14.9%, respectively, of our total purchases for that year. For the year ended March 31, 2025, two other vendors accounted for 10% or more of our total purchases, representing 30.9% and 26.9%, respectively, of our total purchases for that year.

These arrangements did not consist primarily of raw material supply or contract manufacturing arrangements. Instead, our concentrated purchases during the periods presented consisted primarily of (i) intangible assets and demo vehicles purchased from Beijing Xinshiya Technology Co., Ltd., or Xinshiya Beijing, and rent paid to Abu Dhabi Ports Company PJSC for a plot of land in the United Arab Emirates for the year ended March 31, 2026, and (ii) visual identity system design services and outsourced human resources services provided by third-party vendors for the year ended March 31, 2025. The design services have been completed, and the human resource outsourcing service contract expired on March 31, 2025. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SINGAUTO - Key Factors Affecting Our Results of Operations - Related-party transactions and concentration” for more information.

Our historical reliance on a limited number of vendors and related parties may expose us to concentration risk, related-party dependency risk and liquidity risk. Although certain of the arrangements described above have been completed or have expired, we may continue to rely on a limited number of vendors, service providers or related parties in the future. If any such vendor or service provider terminates or materially changes its relationship with us, increases pricing, changes payment terms, is unable or unwilling to continue to provide services, technology support or funding, or if we are unable to obtain comparable services or financing from alternative third parties on acceptable terms or in a timely manner, our research and development activities, commercialization plans, liquidity, cost structure and results of operations could be materially and adversely affected.

In addition, because certain of these arrangements involve related parties, conflicts of interest may arise. There can be no assurance that historical or future related-party arrangements will be on terms as favorable to us as those that could be obtained from unaffiliated third parties. Any unfavorable change in these arrangements, any inability to replace them with third-party arrangements, or any failure to manage related-party conflicts appropriately could materially and adversely affect our business, financial condition and results of operations.

Our founder, Chairman and Chief Executive Officer, Mr. Yuqiang Liu, indirectly controls Xinshiya Shanghai, our licensed commercial partner in the PRC, which may give rise to conflicts of interest and could adversely affect our commercialization strategy.

We have granted Xinshiya Automotive (Shanghai) Co., Ltd., or Xinshiya Shanghai, a non-exclusive, non-transferable and revocable license to use certain of our intellectual property solely within the PRC, in exchange for a royalty equal to 22% of Xinshiya Shanghai’s net sales from our products within the PRC, pursuant to an intellectual property license agreement dated March 9, 2026, or the Intellectual Property License Agreement. See “Certain Relationships and Related Party Transactions — Certain Related Party Transactions of SINGAUTO” and “Business of SINGAUTO — Material Intellectual Property Agreements” for more information. Xinshiya Shanghai is indirectly controlled by Mr. Yuqiang Liu, our founder, Chairman and Chief Executive Officer, through his approximately 78.5% ownership interest in Singauto Tech Inc., which holds Singauto Limited (HK), the parent company of Xinshiya Shanghai. As a result, Mr. Liu has interests in both SINGAUTO and Xinshiya Shanghai, which could give rise to actual or perceived conflicts of interest in connection with the terms and administration of the Intellectual Property License Agreement and our PRC commercialization strategy.

These conflicts may include, among other things, conflicts relating to royalty pricing, royalty calculation and reporting, audit arrangements, collection and timing of payments, customer allocation, decisions whether to amend, renew or terminate the Intellectual Property License Agreement, and any future decision by SINGAUTO to directly enter the PRC market or appoint additional licensees. Although the royalty rate was determined on an arm’s-length basis and the Intellectual Property License Agreement provides us with audit rights to verify royalty calculations, we cannot assure you that the terms of this arrangement are or will remain as favorable to us as terms we could obtain from an unaffiliated third party.

Although we have no current plans to directly market or sell vehicles in the PRC ourselves or to appoint additional licensees in the PRC and, accordingly, do not currently expect to compete with Xinshiya Shanghai in the PRC market, the license granted to Xinshiya Shanghai is non-exclusive, and we retain the right to grant similar licenses to other parties in the PRC or to otherwise exploit our intellectual property in the PRC ourselves. Any future competition between SINGAUTO or its other licensees and Xinshiya Shanghai, any failure by Xinshiya Shanghai to accurately report or timely pay royalties, any dispute regarding the terms or performance of the Intellectual Property License Agreement, or any termination or material amendment of the agreement could adversely affect our ability to commercialize our products and technologies in the PRC market and could materially and adversely affect our business, results of operations and financial condition.

If there is inadequate access to charging infrastructure in the markets in which we operate or intend to operate, our business will be materially and adversely affected.

Demand for our vehicles will depend in part upon the availability of a charging infrastructure. We may seek to support our customers’ charging needs through charging-related solutions, including, where practicable and directly or through partners, customer-location or depot-based charger installation and access to third-party publicly accessible charging infrastructure. We have very limited experience in the actual provision of our charging solutions to customers and providing these services is subject to challenges, which include:

While the prevalence of charging stations generally has been increasing, charging station locations are significantly less widespread than petrol stations. Some potential customers may choose not to purchase our vehicles because of the lack of a more widespread charging infrastructure. Further, to provide our customers with access to sufficient charging infrastructure, we will rely on the availability of, and successful integration of our vehicles with, third-party charging networks. Any failure of third-party charging networks to meet customer expectations or needs, including quality of experience, could impact the demand for electric vehicles, including ours. For example, where charging bays exist, the number of vehicles could oversaturate the available charging bays, leading to increased wait times and dissatisfaction for customers. In addition, given our limited experience in providing charging solutions, there could be unanticipated challenges, which may hinder our ability to provide our solutions or make the provision of our solutions costlier than anticipated. To the extent we are unable to meet user expectations or experience difficulties in providing our charging solutions, our reputation and business, prospects, financial condition, results of operations, and cash flows may be materially and adversely affected.

We may need to raise additional funds, which may not be available on terms favorable to us or our shareholders or at all when needed.

The design, development and commercialization of refrigerated commercial electric vehicles and the operation of cold-chain logistic ecosystem are capital-intensive businesses. Our business plan to develop and commercialize our refrigerated commercial electric vehicles and related support services will require continued capital investment to fund operations, continue research and development activities and establish or improve manufacturing and operational facilities. Although we have obtained financing to date, we cannot assure you that we will have access to additional capital required for our operations on favorable terms when required or at all. If we cannot raise additional funds when we need them, our business, prospects, results of operations and financial condition could be materially and adversely affected. We may raise funds by issuing debt securities or through loan arrangements, which could come with high-interest payments, covenants that restrict our business, or other unfavorable terms. We may also raise funds by issuing additional equity securities, which could dilute our existing shareholders.

We had negative net cash flows from operating activities in the past and have not been profitable, which may continue in the future.

We incurred net losses of approximately US$7.2 million and US$9.3 million for the fiscal years ended March 31, 2025 and 2026, respectively, and we have not been profitable since our inception. In addition, we had net cash used in operating activities of approximately US$7.5 million and US$2.7 million for the fiscal years ended March 31, 2025 and 2026, respectively. We have made significant up-front investments in research and development, commercialization infrastructure, support capabilities, and sales and marketing to establish and expand our business. We expect to continue to invest significantly in these areas to commercialize and grow our business.

We may not be able to generate sufficient revenues, and we may incur substantial losses for a number of reasons, including insufficient demand for our products and services, increasing competition, challenging macroeconomic environment, and other risks discussed herein. We may also incur unforeseen expenses, or encounter difficulties, complications, or delays in generating revenue or achieving profitability. If we fail to achieve profitability, we may have to reduce the scale of our operations, which will impede our business growth. In addition, our continuous operations depend on our capability to obtain sufficient external equity or debt financing. If we do not succeed in doing so, we may need to curtail our operations, which could adversely affect our business, results of operations and financial position.

We may be unable to adequately control the costs associated with our operations.

We will require significant capital to develop and grow our business, including developing and commercializing our refrigerated commercial electric vehicles, continued investment in research and development, and building our brand. We expect to incur significant expenses, including research and development expenses, leases, sales and distribution expenses as we build our brand and market our products and services, and general and administrative expenses as we scale our operations, which will impact our profitability. Our ability to become profitable in the future will not only depend on our ability to market our vehicles and other products and services successfully but also to control our costs. If we are unable to cost-efficiently design, develop, manufacture or arrange for the manufacture of, market, sell, distribute and service our vehicles and provide or facilitate related services, or cost-efficiently participate in the above activities, our margins, profitability and prospects will be materially and adversely affected.

If we fail to scale our business operations or otherwise manage our future growth effectively as we seek to commercialize and grow our company, we may not be able to produce, market, service and sell (or lease) our refrigerated commercial electric vehicles or related products and services successfully.

We intend to expand our operations significantly, which will require hiring, retaining and training new personnel, controlling expenses, establishing facilities or expanding manufacturing, sales, service and operational capabilities, and implementing administrative infrastructure, systems, and processes. For example, we currently plan to expand our manufacturing and supply chain operations into selected international markets, including through our planned KD/SKD manufacturing and commercialization strategy. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include, among others:

We may fail to compete effectively in the zero-emission cold-chain transportation industry.

We expect competition in the emerging zero-emission commercial transportation and cold-chain logistics solutions industry to intensify as new automakers and established automotive players enter the market. Many of our current and potential competitors have more financial, technical, manufacturing, marketing and other resources than we do, and may be able to devote significant resources to the design, development, manufacturing, distribution, promotion, sale and support of their products.

Factors affecting competition include, among others, product quality and features, innovation and development time, pricing, reliability, safety, energy efficiency, sales and marketing capabilities, distribution network, customer service and financing terms. Increased competition may lead to lower expected vehicle sales, longer sales cycles, increased customer acquisition costs, increased inventory or downward pricing pressure. We cannot assure you that we will be able to compete successfully. Our competitors may introduce new vehicles or services that surpass the quality or performance of ours, which would adversely affect our competitive position in the market. They may also offer vehicles at more competitive prices, which would have an adverse impact on our commercialization prospects, margins and path to profitability. In addition, rapid technological shifts could render our products outdated, and our research and development might not keep pace or innovate effectively. As a result, we may lose any technological or competitive advantages we may have. Any of the foregoing would materially and adversely affect our business, prospects, results of operations and financial condition.

The unavailability, reduction or elimination of government and economic subsidies could have a material adverse effect on our business, prospects, results of operations and financial condition.

Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, reduced need for such subsidies and incentives due to the perceived success of electric vehicles or other reasons may result in the diminished competitiveness of the alternative fuel and electric vehicle industry generally or our refrigerated commercial electric vehicles in particular. Certain tax credits, subsidies and other incentives for alternative fuel, electric vehicles, clean transportation initiatives or related technologies may be available in certain jurisdictions, including to customers purchasing such vehicles or other eligible market participants, but there is no guarantee these programs will be available in the future or that our vehicles, customers or business partners will qualify for them. If applicable government subsidies, tax credits or other incentives are reduced, eliminated or not available in the future, customer adoption of our vehicles, our commercialization prospects and our financial condition could be harmed.

Performance issues with our refrigerated commercial electric vehicles could adversely affect our commercialization, reputation and future sales.

Potential design or manufacturing defects in our refrigerated commercial electric may prevent them from meeting performance standards or necessitate repairs. We cannot guarantee that we will be able to detect and fix all the defects in the vehicles’ hardware or software prior to commencing sales. In addition, the performance of our vehicles may not live up to customer expectations or be comparable with other competing vehicles in the market. Any product defects or perceived underperformance can lead to negative publicity, loss of future revenue or anticipated revenue, delays in deliveries, recalls, liability claims, and substantial warranty and related costs, which in turn would materially and adversely affect our business, reputation, prospects, results of operations and financial condition.

We have minimal experience servicing and repairing our refrigerated commercial electric vehicles. If we or our partners are unable to adequately service our vehicles, our business, prospects, financial condition, results of operations, and cash flows may be materially and adversely affected.

We have minimal experience servicing and repairing our vehicles. Servicing refrigerated commercial electric vehicles is different than servicing vehicles with internal combustion engines and requires specialized skills, including refrigeration knowledge, high voltage training and servicing techniques. We are developing related support and fleet-management capabilities in connection with our vehicle products, including telematics functions, maintenance support, software update capabilities and fleet-management solutions. We may provide certain services directly or through third-party service partners, dealers, service providers, charging infrastructure providers or other local partners. There can be no assurance that we will be able to enter into an acceptable arrangement with any such third-party providers. Although such servicing partners may have experience in servicing other vehicles, they will initially have limited experience in servicing our vehicles. There can be no assurance that our service arrangements will adequately address the service requirements of our customers to their satisfaction, or that we and our servicing partners will have sufficient resources, experience, or inventory to meet these service requirements in a timely manner as the volume of refrigerated commercial electric vehicles we deliver increases.

As a result, if we are unable to develop localized service infrastructure or establish an effective service partner network that complies with applicable laws, customer satisfaction could be adversely affected, which in turn could materially and adversely affect our reputation and thus our business, prospects, financial condition, results of operations, and cash flows.

As we continue to grow, additional pressure may be placed on our customer support team or partners, and we may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support. Customer behavior and usage may result in higher-than-expected maintenance and repair costs, which may negatively affect our business, prospects, financial condition, results of operations, and cash flows. We also may be unable to modify the future scope and delivery of our technical support to compete with changes in the technical support provided by our competitors. Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect our results of operations. If we are unable to successfully address the service requirements of our customers or establish a market perception that we do not maintain high-quality support, we may be subject to claims from our customers, including loss of future revenue or anticipated revenue or damages, and our business, prospects, financial condition, results of operations, and cash flows may be materially and adversely affected.

We may incur material losses and costs as a result of warranty claims, product recalls, and product liabilities that may be brought against us.

We face an inherent business risk of exposure to warranty claims and product liability in the event that our vehicles or related products fail to perform as expected and, in the case of product liability, such failure results in bodily injury or property damage.

If flaws in the design or manufacture of our vehicles or related products were to occur, we could experience a rate of failure in our products that could result in significant delays in delivery and product re-work or replacement costs. Although we conduct research, development, testing and validation activities, these may not be sufficient to avoid product failures, which could cause us to:

All of these could adversely affect our results of operations and financial condition.

If any of our vehicles or related products are or are alleged to be defective, we may be required to participate in a recall involving such products. A recall claim brought against us or a product liability claim brought against us may have a material adverse effect on our business.

We may be subject to risks associated with autonomous driving technology.

Our refrigerated commercial electric vehicle may be designed with connectivity and hardware or software interfaces to support the future integration of third-party autonomous-driving technologies. We currently expect to rely on third-party technology providers, rather than developing autonomous-driving technologies in-house, to implement autonomous-driving capabilities for our vehicles. However, we cannot guarantee that we will be able to identify a third party to provide the necessary hardware and software to enable driverless Level 4 or Level 4+ autonomy in an acceptable timeframe, on terms satisfactory to us, or at all. Autonomous driving technologies are subject to risks and there have been accidents and fatalities associated with such technologies. The safety of such technologies depends in part on system performance, operating environment, user interaction and the behavior of other road users, who may not be accustomed to using or adapting to such technologies. To the extent accidents associated with third-party autonomous-driving technologies integrated into or used with our vehicles occur, we could be subject to liability, negative publicity, government scrutiny and further regulation. Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth prospects.

Increases in costs, disruption of supply or shortage of raw materials and key components, particularly battery cells or battery packs, could harm our business.

We may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials and key components. Any such increase or supply interruption could materially negatively impact our business, prospects, results of operations and financial condition. We, together with our OEMs, suppliers and manufacturing partners use various raw materials and components, including aluminum, steel, carbon fiber, non-ferrous metals, such as copper, cobalt and other materials used in electric vehicles and battery cells or battery packs. The prices for these raw materials fluctuate depending on market conditions and global demand, and could adversely affect our business, results of operations and financial condition. For instance, we are exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include:

Any disruption in the supply of battery cells, battery packs or other key components could temporarily disrupt the production, assembly or deliveries of our refrigerated commercial electric vehicles until a different supplier is fully qualified. Furthermore, fluctuations or shortages in petroleum and other economic conditions, as well as geopolitical conflicts or instability in the regions in which we operate or plan to operate, may cause us to experience significant increases in freight charges and raw material costs and could delay our construction, manufacturing and commercialization plans. For example, although we currently expect our planned manufacturing facility in Abu Dhabi to become ready for production in or around the second half of 2027, developments in the conflict involving Iran may affect regional operating conditions, including labor and shipping costs, contractor availability, construction schedules, equipment installation, logistics coordination, regulatory or administrative processes and supply chain readiness, any of which could delay the readiness of the Abu Dhabi facility. Any continued or further delay in the construction of our UAE factory could increase our costs, require us to rely on alternative manufacturing or assembly arrangements, and adversely affect our ability to commence or scale production and deliveries on our expected timeline. Substantial increases in the prices for our raw materials and key components would increase our expected production and operating costs and could reduce our margins if the increased costs cannot be recouped through increased refrigerated commercial electric vehicles prices. We cannot assure you that we will be able to recoup the increasing costs of raw materials or key components by increasing future vehicle prices.

Our vehicles rely on highly complex, high-voltage lithium-ion battery packs that are subject to risks of thermal runaway, catching fire, or venting smoke and flames, which could result in severe property damage, personal injury, and material adverse effects on our brand and financial condition.

The battery packs installed in our vehicles make use of lithium-ion cells. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as adjacent cells, a cascade phenomenon commonly referred to as “thermal runaway.” Thermal runaway can be triggered by a variety of factors, including internal physical or electrical shorts, manufacturing defects, software malfunctions within the battery management system, improper charging protocols, exposure to extreme operating temperatures, or severe mechanical damage sustained during a vehicle collision.

Any thermal runaway event, explosion, or fire involving our vehicles—or even highly publicized incidents involving the electric vehicles of our competitors—could result in significant property damage, personal injury, or fatalities. Such incidents could subject us to substantial product liability claims, extensive warranty expenses, and costly mandatory or voluntary product recalls. Furthermore, battery safety incidents could result in heightened regulatory scrutiny, investigations, and safety mandates from government agencies. Because the electric vehicle market is still developing, any negative public perception, consumer hesitation, or intense media coverage surrounding EV battery fires could severely damage our corporate reputation, diminish consumer confidence in our safety standards, and ultimately have a material adverse effect on our business, financial condition, and results of operations.

We are highly dependent on the global supply of semiconductors and other critical electronic components. Any prolonged shortage, supply chain disruption, or geopolitical trade restriction could materially adversely affect our production schedules and financial results.

Our refrigerated commercial electric logistics vehicles require numerous high-technology components, including semiconductors and other electronic components. The global automotive industry has historically experienced, and continues to be vulnerable to, severe shortages of semiconductors and other electronic components. Our supply chain is global and highly complex. We source, and expect to continue to source, components from suppliers who, in turn, rely on semiconductor foundries concentrated in a limited number of geographic regions, and our ability to obtain these components may be affected by conditions in those regions and by the operations of our suppliers and their upstream suppliers.

Consequently, our production capabilities, production readiness and commercialization plans are subject to risks beyond our control, including global foundry capacity constraints, natural disasters in manufacturing hubs, and escalating geopolitical tensions or trade disputes that could disrupt the global flow of microelectronics. Even though certain U.S. or international export controls and trade sanctions regarding semiconductors may be targeted at specific countries, these macro-economic policies can disrupt the broader global supply chain, increase our component costs, or force our tier-one suppliers into production bottlenecks. If we are unable to secure a stable, cost-effective supply of semiconductors and other critical electronic components, we may be forced to delay the production and delivery of our refrigerated commercial electric vehicles or the implementation of our KD/SKD manufacturing model, remove certain advanced features from our vehicles, or pay significant premiums to secure parts on the open market, any of which would have a material adverse effect on our business, brand reputation, commercialization plans, results of operations, and financial condition.

Any adverse change in our cooperation with our business partners could harm our business.

Strategic business relationships are and will continue to be an important factor in the growth and success of our business. We have formed and expect to continue to form partnerships with other companies across various industries to support our business initiatives. For example, we have established or may seek to established strategic collaborations with third-party research and development partners, OEMs, suppliers, manufacturing partners and distribution partners to support the commercialization and production of for mass production of our refrigerated commercial electric vehicles. We have also collaborated with other industry participants to develop a variety of technologies suitable for the cold-chain logistics industry. Our ongoing success depends on maintaining these relationships and forging new ones, especially with partners offering key components and parts, manufacturing, distribution, research and development, technical support and related services. If we are unable to maintain the existing partnerships, or if we fail to identify and negotiate additional ones that are essential to our future expansion or success on favorable terms or at all, we may incur increased costs to develop and provide these capabilities on our own, and our business, results of operations and financial condition could be materially and adversely affected.

Collaboration with third parties is subject to challenges and risks, some of which are beyond our control. For example, certain collaboration agreements may grant our partners or us the right to terminate such agreements for cause or without cause. In addition, such agreements may contain certain exclusivity provisions which, if triggered, could preclude us from working with other businesses with superior technologies or other preferred business partners.

We could experience delays in the development, commercialization or delivery of products and services if our business partners do not meet agreed-upon timelines or experience capacity constraints. We could also have disagreements with our business partners in budget or funding for any joint development project. Disputes with business partners, including with respect to intellectual property rights, could arise in the future. Moreover, if our existing collaborations were to be terminated, we may be unable to find alternative ones on terms and conditions acceptable to us in time, or at all. Any of the foregoing could adversely affect our business, results of operations and financial condition.

Our business depends substantially on the continued efforts of our executive officers, key employees and qualified personnel, and our operations may be severely disrupted if we lose their services.

Our success depends substantially on the continued efforts of our executive officers and key employees with expertise in various areas, who are or may in the future assume roles and positions in our affiliated entities or other business entities and may, as a result, not be able to devote their full efforts to our affairs. If one or more of our executive officers or key employees were unable or unwilling to continue their services with us, we may not be able to replace them easily in a timely manner, or at all. As we build up our brand awareness and become more well-known, the risk that competitors or other companies may poach our talent increases.

Our industry is characterized by high demand and intense competition for talent, and therefore, we cannot assure you that we will be able to continue to attract or retain qualified staff or other highly skilled employees. In addition, because we are operating in a new and challenging industry that requires continuous innovations of technologies and solutions, we may not be able to hire qualified individuals with sufficient training in a timely manner, and we will need to spend significant time and resources training the employees we hire. Furthermore, as our Company is relatively young, our ability to train and integrate new employees into our operations may not meet the growing demands of our business, which may materially and adversely affect our ability to grow our business and our results of operations.

If any executive officer or key employee terminates his or her services with us, our business may be severely disrupted, our results of operations and financial condition may be materially and adversely affected, and we may incur additional expenses to recruit, train, and retain qualified personnel. If any executive officer or key employee joins a competitor or forms a competing company, we may lose customers, know-how, and key professionals and staff members. While each of our executive officers and key employees has entered into an employment agreement with non-compete covenants with us, such non-compete covenants may not always be enforceable under Singapore law. Under Singapore law, post-employment non-competition restrictions are generally regarded as restraints of trade and are unenforceable unless they are shown to protect a legitimate proprietary interest, such as confidential information, trade secrets or customer relationships, and are reasonable in scope, duration and consistent with the public interest. Singapore courts scrutinise such restrictions closely, and there is no assurance that these covenants will be enforced by a court of competent jurisdiction. If these restrictions are found unenforceable, we may be unable to prevent former executive officers or key employees from competing with us, which could adversely affect our business, financial condition and results of operations.

We may be unable to expand on our intellectual property portfolio or otherwise develop the technology needed to operate our business.

Our ability to refine and grow our portfolio of intellectual property and technology depends on many factors, including our ability to attract and retain a skilled technical workforce, engage and maintain relationships with qualified research and development partners and devote sufficient resources to research and development efforts. Our failure to continue the development of our intellectual property and technology portfolio could materially and adversely affect our business, prospects, results of operations and financial condition.

Any unauthorized access or control of our vehicles and systems of our vehicles and related systems could result in loss of confidence in us and our vehicles and harm our business.

Our refrigerated commercial electric vehicles and related systems, or are expected to contain complex information technology systems and built-in data connectivity to accept and install periodic remote updates to improve or update functionality. We seek to implement, security measures intended to prevent unauthorized access to our information technology networks, our vehicles and related systems. However, hackers may attempt to gain unauthorized access to modify, alter or use such networks and systems to gain control of or to change functionality of our vehicles and related systems, user interface or performance characteristics, or to gain access to data stored in or generated by our vehicles and related systems. Future vulnerabilities could be identified and our efforts to remediate such vulnerabilities may not be successful. Any unauthorized access to or control of our vehicles and related systems, or any loss of customer, vehicle or operational data, could result in legal claims or proceedings. Any actual, alleged or perceived unauthorized access to or loss of customer, vehicle, operational or other data could also subject us to regulatory inquiries, notification obligations, contractual claims, litigation, remediation costs and reputational harm. In addition, regardless of their veracity, reports of unauthorized access to our vehicles, related systems or data, as well as other factors that may result in the perception that vehicles, systems or data are capable of being “hacked,” could negatively affect our brand and harm our business, prospects, results of operations and financial condition.

Interruption or failure of our information technology and communications systems could impact our ability to support our vehicles and related services.

Our refrigerated commercial electric vehicles are equipped with intelligent functions and data connectivity capabilities that can collect and analyze vehicle information, which may be used to monitor vehicle performance and support related services. The availability and effectiveness of our planned support and fleet-management capabilities depend on the continued operation of information technology and communications systems, which we are developing. Our systems, and the systems of third-party service providers on which we may rely, may be vulnerable to damage or interruption from, among others, fire, terrorist attacks, natural disasters, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems. Some of our systems or third-party systems on which we rely may not be fully redundant, and our business continuity and disaster recovery planning may not account for all eventualities. Any interruption or failure of these systems could result in disruptions to our vehicle support, telematics, software update, remote diagnostics, fleet-management or other related capabilities. In addition, our vehicles and related services are highly technical and complex and may contain errors or vulnerabilities, which could result in interruptions in our business or the failure of our systems.

Breaches in data security, failure of Technology Systems, cyber-attacks or other security or privacy-related incidents affecting us or our vendors and suppliers could have a material adverse effect on our reputation and brand, harm our business, prospects, financial condition, results of operations, and cash flows and subject us to legal or regulatory fines or damages.

We rely on computer systems, hardware, software, technology infrastructure, online sites, connected-vehicle, automated and other emerging technologies and networks for both internal and external operations (collectively, “Technology Systems”). We own and manage some of these Technology Systems but also rely on third parties for a range of Technology Systems and related products and services, including but not limited to cloud computing services. We and certain of our third-party providers collect, maintain and process data about potential customers, employees, business partners and others, including information that relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Information”) as well as proprietary information belonging to our business such as trade secrets (together, “Confidential Information”). We also engage in certain relationships where we share Confidential Information with our business partners. Threats to our, our partners’ and our vendors and suppliers’ Technology Systems are increasingly diverse and sophisticated and we face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our Technology Systems and Confidential Information.

Malicious actors, including sophisticated nation-state and nation-state supported actors, engage in intrusions and attacks that create risks for our and our vendors and suppliers’ Technology Systems, vehicles, products and services and the information they store and process, including malicious code (such as viruses and worms), phishing attempts, employee theft or misuse, denial of service attacks, and ransomware attacks. Although we have implemented security measures designed to prevent such attacks, our networks and systems may be breached due to the actions of outside parties, employee error, malfeasance, insufficient security measures or controls, a combination of these, or otherwise, and as a result, an unauthorized party may obtain access to our Technology Systems or data, resulting in data being publicly disclosed, altered, lost, or stolen, which could subject us to liability and adversely impact our financial condition. Further, any breach in our data security could allow malicious parties to access sensitive systems, such as our vehicle systems, connected-vehicle features and related technology platforms. Such access could adversely impact the safety of our employees and customers. While we seek to learn from all attacks directed at us and implement remedial measures where necessary under our cybersecurity and information security processes, and we expect our suppliers to maintain appropriate safeguards, we cannot guarantee that such remedial measures will prevent material cybersecurity incidents in the future. We also face increasing and evolving disclosure obligations related to cyber and other security events. Despite our cybersecurity risk management processes, we may fail to meet our existing or future disclosure obligations and/or may have our disclosures misinterpreted.

Remote and hybrid working arrangements at our Company and at many third-party vendors and suppliers also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. Additionally, the integration of artificial intelligence, automated technologies, connected-vehicle technologies, telematics, remote diagnostics, fleet-management tools, OTA updates and other software-enabled functions in our or any suppliers’ operations, products or services may pose new or unknown cybersecurity risks and challenges. Any actual, alleged or perceived failure to prevent a security breach or to comply with our privacy policies or privacy-related legal obligations, failure in our systems or networks, or any other actual, alleged, or perceived data security incident we or our suppliers suffer, could result in damage to our reputation; negative publicity; loss of potential customers and sales or commercial opportunities; loss of competitive advantages; increased costs to remedy any problems and provide any required notifications, including to regulators and individuals, and otherwise respond to any incident; regulatory investigations and enforcement actions; costly litigation; and other liabilities. In addition, we may incur significant financial and operational costs to investigate, remediate and implement additional tools, devices, and systems designed to prevent actual or perceived security breaches, and other security or privacy-related incidents. Further, we could also be exposed to a risk of loss or litigation and potential liability under laws, (including class actions) regulations, and contracts that protect the privacy and security of Personal Information. Any of these negative outcomes could adversely impact the market perception of our products and customer and investor confidence in our Company, and could materially and adversely affect our business, prospects, financial condition, results of operations, or cash flows.

We may need to defend ourselves against intellectual property rights infringement claims, which may be time-consuming and costly.

Entities or individuals, including our competitors, may hold or obtain patents, copyrights, trademarks, trade secrets or other proprietary rights that could prevent, limit, or interfere with our ability to make, use, develop, sell, or market our products, services, or technologies, which could make it more difficult for us to operate our business. From time to time, we may receive communications from intellectual property rights holders regarding their proprietary rights. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights and urge us to take licenses. Our development, commercialization or use of intellectual property relating to our vehicle design, technologies, software, brands or related services could be alleged or found to infringe upon existing intellectual property rights. If we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

In the event of a successful claim of infringement against us and our subsequent failure or inability to obtain a license for the infringed technology or other intellectual property right, our business, prospects, results of operations and financial condition could be materially and adversely affected. In addition, parties making the infringement claim may also obtain an injunction that can prevent us from selling our products or using technology, components or other intellectual property that contains the allegedly infringing content. Any litigation or claims, whether or not valid, could result in substantial costs, negative publicity, and diversion of resources and management attention.

We may not be able to protect our intellectual property rights which may adversely affect our competitive position and disrupt our business.

We believe that our patents, copyrights, trademarks and other intellectual property are essential to our success. We have devoted considerable time and energy to the development and improvement of our proprietary products, platforms and technologies, including our vehicle products, software and related intellectual property. We rely primarily on patents, copyrights, trademarks, trade secrets and other contractual restrictions for the protection of the intellectual property used in our business. Nevertheless, these measures only provide limited protection and the actions we take to protect our intellectual property rights may not be adequate. Third parties may infringe upon or misappropriate our intellectual property. Our trade secrets, proprietary know-how or other non-patentable technology may become known or be independently discovered by our competitors. Infringement upon or misappropriation of, our trade secrets, proprietary know-how or other non-patentable technology could have a material adverse effect on our business, results of operations and financial condition. While we have taken steps to protect our proprietary rights, such steps may not be adequate to prevent the infringement or misappropriation of our intellectual property.

Filing, prosecuting, maintaining, enforcing and defending patents and other intellectual property rights owned by or licensed to us on our proprietary vehicle products and products under development could be prohibitively expensive for us. We cannot assure you that any of our patent applications will ultimately proceed to registration or will result in registration with adequate scope for our business. Some of our pending applications or registrations may be successfully challenged or invalidated by others. If our patent applications are not successful, we may have to develop different ones or seek to enter into arrangements with any third parties who may have prior registrations, applications or rights, which might not be available on commercially reasonable terms, if at all.

Proceedings to enforce our intellectual property and proprietary rights could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

We rely on certain intellectual property arrangements in connection with our business, and any lapse, termination or unenforceability of these arrangements could adversely affect our operations, commercialization strategy and financial results.

We have entered into certain intellectual property-related arrangements, including an intangible asset and demo car purchase agreement with Xinshiya Beijing, an intellectual property cooperation agreement and related deed of waiver involving Xinshiya Beijing, and an intellectual property license agreement with Xinshiya Shanghai. These arrangements relate to, among other things, our acquisition and use of certain technology, intellectual property rights and demo vehicle assets for refrigerated commercial electric vehicles, the ownership, licensing, commercialization, prosecution and enforcement of certain licensed patents, and the licensing of certain of our intellectual property for use in the PRC in exchange for royalties or other consideration. See “Information About SINGAUTO — Material Intellectual Property Agreements” for more information.

If any of these arrangements were to lapse, terminate or become unenforceable, including as a result of a breach of contract, termination in accordance with its terms, force majeure or other circumstances beyond our control, we may not be able to use the relevant intellectual property rights in our business, receive the applicable consideration or royalties, or pursue our commercialization plans as originally contemplated. In such circumstances, we would need to seek alternative arrangements, which may include negotiating a new license or cooperation arrangement with the relevant counterparty or with a third party, acquiring or independently developing substitute technology or brands, or modifying, rebranding or discontinuing the affected products or services. We cannot assure you that any such alternative arrangement would be available to us on commercially reasonable terms, on a timely basis, or at all. We may further be unable to perform our obligations to our customers in respect of products or services that depend on the affected rights, which could expose us to claims for breach of contract, result in the loss of key customer relationships and damage our reputation in the markets in which we operate. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

Where the affected agreements are those under which we receive royalties or other consideration, the loss of that income could also affect our financial results. As such income is earned with limited associated cost, a reduction may affect our operating profit and margins to a greater extent than the reduction in revenue alone would suggest, and may reduce the cash flows available to fund our operations. Amounts accrued but unpaid at the time of any lapse or termination may not be recoverable in full, and we may not be able to identify a substitute licensee on comparable terms.

If we are unable to protect the confidentiality of our trade secrets, or if our employees, contractors, consultants or other personnel wrongfully use or disclose alleged trade secrets of their former employers, our business would be harmed.

In addition to our issued patents and pending patent applications, we rely on trade secrets, including unpatented know-how, technical information, engineering methods, software-related information and other proprietary information, to maintain our competitive position and to protect our products and products under development. We conduct research and development activities through a combination of internal coordination and collaborations with third-party research and development partners. As a result, our proprietary information may be accessed by our employees, external business partners, advisors, consultants and other third parties. We seek to protect these trade secrets and proprietary information, in part, by entering into non-disclosure and confidentiality agreements or including such undertakings in the agreement with parties that have access to them. However, any of these parties may breach such agreements and disclose our proprietary information, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. If any of our trade secrets were lawfully obtained or independently developed by a competitor, we would have no right to prevent them from using that technology or information to compete with us and our competitive position would be harmed.

In addition, we may be subject to claims that we, our employees, contractors, consultants or other personnel have wrongfully used or disclosed trade secrets or confidential information of their former employers or other third parties. We may also be unsuccessful in executing confidentiality, invention assignment or similar agreements with each party who develops intellectual property that we regard as our own, which may result in claims by or against us relating to the ownership, use or protection of such intellectual property. Non-competition or similar restrictive covenants may not always be enforceable under applicable law, and we may be unable to prevent former employees or other personnel from competing with us or using knowledge obtained while working with us. If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or be restricted from using certain technology or information. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to our management and technical personnel.

We face various challenges and risks in connection with our expansion into overseas markets.

As we expand our geographic reach and service offerings through localized partnerships or acting as upstream technology licensor, we will face risks associated with expanding into markets in which we have limited or no experience. We or our licensee may be unable to attract a sufficient number of customers and business partners, fail to anticipate competitive conditions or face difficulties in operating effectively in these new markets. As of the date of this proxy statement/prospectus, we have entered into MOUs with 10 potential customers from Asia, Australia and the Middle East and Xinshiya Shanghai has entered into MOUs with 8 potential customers from the PRC and Hong Kong under which we are entitled to a royalty fee for sales. Xinshiya Shanghai entered into a definitive agreement with a customer in August 2026. The expansion of our planned global and cross-border business activities will also expose us to risks inherent in operating businesses globally, including, but not limited to:

As we expand further into new regions and markets, these risks could intensify, and efforts we make to expand our overseas businesses and operations may not be successful. Failure to expand our overseas businesses and operations could materially and adversely affect our business, results of operations and financial condition.

We have limited insurance coverage, which could expose us to significant costs and business disruption.

We currently have limited liability insurance coverage for our business operations. Although we have not commenced commercial sales of our vehicles or generated revenue from vehicle sales or related services, we may become subject to product liability claims, personal injury claims or other claims in connection with our products, services or business operations as we move toward commercialization. A successful claim against us, regardless of whether due to injuries suffered by our product users, could materially and adversely affect our business, reputation, results of operations and financial condition. In addition, we do not have business disruption insurance. Any business disruption event could result in substantial costs to us and the diversion of our resources.

We may not succeed in continuing to establish, maintain, and strengthen our brand, and our brand and reputation could be harmed by negative publicity with respect to us, our directors, officers, employees, shareholders, peers, business partners, or our industry in general.

Our business and prospects are affected by our ability to develop, maintain, and strengthen our brand. If we fail to do so we may lose the opportunity to build business relationships with potential customers. Promoting and positioning our brand will depend significantly on our ability to provide innovative and high-quality products and services, in which we have limited experience. In addition, we expect that our ability to develop, maintain, and strengthen the brand will depend heavily on the success of our branding efforts. We expect to market our brand through media, word-of-mouth, trade shows and advertising. Such efforts may not achieve the desired results. If we do not develop and maintain a strong brand, our business, prospects, results of operations and financial condition could be materially and adversely affected.

Our reputation and brand are vulnerable to many threats that can be difficult or impossible to predict, control and costly or impossible to remediate. From time to time, our products and our business operations may be reviewed by media or other third parties. Any negative reviews or reviews that compare us unfavorably to competitors could adversely affect public perception about our products and services. Negative publicity about us, such as alleged misconduct, unethical business practices or other improper activities, or rumours relating to our business, directors, officers, employees, shareholders, affiliates or actual or potential business partners can harm our reputation, business, and results of operations, even if they are baseless or satisfactorily addressed. These allegations, even if unproven or meritless, may lead to inquiries, investigations, or other legal actions against us by regulatory or government authorities as well as private parties. Any regulatory inquiries or investigations and lawsuits against us, perceptions of inappropriate business conduct by us, or perceived wrongdoings by any member of our management team, among other things, could substantially damage our reputation, and cause us to incur significant costs to defend ourselves. Any negative market perception or publicity regarding our suppliers or other business partners that we closely cooperate with or may cooperate with, or any regulatory inquiries or investigations and lawsuits initiated against them, may also have an adverse effect on our brand and reputation, or subject us to regulatory inquiries or investigations or lawsuits. Moreover, any negative media publicity about electric vehicles, especially the product or service quality problems of other players in the industry in which we operate, including our competitors, may also adversely affect our reputation and brand. In particular, given the popularity of social media, any negative publicity, whether true or not, could quickly proliferate and harm customer and user perceptions and confidence in our brand. If we are unable to maintain a good reputation or further enhance our brand recognition, our ability to attract and retain customers and potential customers, third-party business partners, and key employees could be harmed and, as a result, our business, results of operations and financial condition could be materially and adversely affected.

We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings.

We may in the future become subject to legal proceedings and claims that arise in the ordinary course of business, including intellectual property, data privacy, product liability, employment, class action, whistle-blower and other litigation claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, or require us to change our business practices. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect our results of operations and financial condition.

We will be subject to risks associated with exchange rate fluctuations, interest rate changes and credit risk.

We intend to operate in multiple target markets internationally and as such will be exposed to risks stemming from fluctuations in currency and interest rates. Our exposure to currency risk will be mainly linked to differences in the geographic distribution of our manufacturing and commercial activities, resulting in cash flows from sales being denominated in currencies different from those of purchases or production activities.

We may use various forms of financing to cover future funding requirements for our activities and changes in interest rates can affect our net revenues, finance costs and margins. We may also be exposed to credit risk if our customers, business partners, financing partners or other counterparties fail to make payments or perform their obligations when due.

In addition, although we may manage risks associated with fluctuations in currency and interest rates through financial hedging instruments, fluctuations in currency or interest rates could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

We are subject to various environmental, safety and other laws and regulations relevant to our business that could impose substantial costs upon us and cause delays in selling our products.

We are subject to multiple environmental, safety and other laws and regulations related to our business, especially the development, manufacture, assembly, sale of our refrigerated commercial electric vehicles. These laws and regulations may apply to, among other things, product safety, vehicle sales, manufacturing or assembly activities, occupational health and safety, environmental protection, waste disposal and, where applicable, the use, storage, handling, discharge, recycling and disposal of batteries, components, waste and other regulated materials. As we move forward commercialization, we, our manufacturing partners or other local partners may be required to obtain vehicle sale approvals, environmental protection permits, waste disposal permits, occupational health and safety approvals and other relevant permits, licenses or approvals in the jurisdictions in which we operate or plan to operate. We cannot assure you that we will be able to obtain, maintain or renew such permits in a timely manner.

In addition, from time to time, governments and regulatory authorities in the jurisdictions in which we operate or plan to operate may issue new regulations, which may require additional actions on our part, or on the part of our manufacturing partners or other local partners, to comply with applicable requirements. For example, if any of our existing or future vehicles, products, manufacturing or assembly arrangements, or related operations fails to comply with applicable regulations or maintain the relevant permits, licenses or approvals, we could be subject to substantial liability for remediation efforts, personal injury claims, fines, penalties, production or sales delays, or be required to suspend sales, production or operations, any of which could have a material adverse effect on our business, results of operations and financial condition.

An occurrence of natural disasters, widespread health epidemics or other outbreaks, or other disruptive events could have a material adverse effect on our business.

Our business could be materially and adversely affected by natural disasters, such as snowstorms, earthquakes, fires or floods, the outbreak of a widespread health epidemic or other events, such as wars, acts of terrorism, environmental accidents, power shortages or communication interruptions. The occurrence of such a disaster or prolonged outbreak of an epidemic illness or other adverse public health developments in the areas where we operate, including but not limited to the severe acute respiratory syndrome, the H5N1 avian flu, the human swine flu, also known as Influenza A (H1N1), or COVID-19, could materially disrupt our business and operations, including our supply chain, manufacturing and assembly arrangements, product development and testing activities, customer deployment plans and the operations of our business partners, including our suppliers, contract manufacturers, local strategic partners and service providers.

In addition, natural disasters, such as fires, earthquakes, hurricanes, floods, tornadoes, unusual weather conditions, power outages, other pandemic outbreaks, terrorist acts or disruptive global political events, or similar disruptions could materially and adversely affect our business operations and financial performance. In particular, rising inflation and geopolitical tensions, including the recent war or armed conflicts in the Middle East, Ukraine or other regions, could have, an adverse impact on the global supply chain, including the availability and costs of certain raw materials, components and logistics services. If any of our facilities or the facilities of our suppliers, contract manufacturers or other business partners is damaged or disrupted by these events, our operations may be significantly interrupted, and our business, results of operations and financial condition may be adversely affected. These events could also result in server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software, hardware, storage and network. The continuance of any of these events could increase the costs associated with our operations, delay our commercialization, reduce our ability to operate our businesses at its intended capacity or otherwise adversely affect our business, results of operations and financial condition.

If we fail to maintain an effective system of internal control over financial reporting after the completion of the Business Combination, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in us and the market price of PubCo ordinary shares may be adversely affected.

Prior to the completion of the Business Combination, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures over financial reporting. In the course of auditing our consolidated financial statements for the fiscal years ended March 31, 2026 and 2025, we identified a material weakness in our internal control over financial reporting as of March 31, 2026. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weakness identified relates to the lack of sufficient controls designed and implemented in IT environment and IT general control activities.

We intend to implement several measures to address the material weakness identified, including hiring experienced IT staff with qualifications to formalize and strengthen the key internal control over information technology general control. We may incur significant costs in the implementation of these measures. We cannot assure you that these measures will be sufficient to remediate our material weaknesses in time, or at all. In addition, we cannot assure you that we will be able to continue implementing these measures in the future, or that we will not identify additional material weaknesses or significant deficiencies in the future.

Upon the completion of the Business Combination, PubCo will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with the second annual report on Form 20-F after becoming a public company. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our post-Business Combination management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation. While documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting.

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of PubCo ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct activities, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), and anti-corruption laws and regulations in Singapore, the United Arab Emirates and other jurisdictions. For example, the FCPA and similar laws prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation.

We have or may have direct or indirect interactions with officials and employees of government agencies, regulatory authorities and state-owned or state-affiliated entities of different jurisdictions in the ordinary course of business. These interactions subject us to an increased level of compliance-related concerns. We intend to implement policies and procedures designed to ensure compliance by us and our directors, officers, employees, representatives, consultants, agents and business partners with applicable anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations. However, our policies and procedures may not be sufficient, and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistle-blower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, results of operations, financial condition and reputation. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our shares.

We will incur significant additional costs as a result of being a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

Upon completion of the Business Combination, we expect to incur increased costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time consuming, including due to increased training of our current employees, additional hiring of new employees, and increased assistance from consultants. We expect such expenses to further increase after we are no longer treated as an “emerging growth company”. We also expect these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. In addition, our management team will need to devote substantial attention to interacting with public company analysts and investors, and complying with the increasingly complex laws pertaining to public companies, which may divert attention away from the day-to-day management of our business, including operational, research and development and sales and marketing activities. Increases in costs incurred or diversion of management’s attention as a result of becoming a publicly traded company may adversely affect our business, prospects, financial condition, results of operations, and cash flows.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below the expectations of our investors and securities analysts, resulting in a decline in the trading price of PubCo’s ordinary shares.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of PubCo’s ordinary shares.

Risks Related to SINGAUTO Doing Business in Singapore

References in this subsection to “we,” “our,” “us” or “our Company” refer to (1) SINGAUTO Inc, prior to the consummation of the Business Combination, and (2) PubCo, after the consummation of Business Combination, unless otherwise specified.

Our business may be affected by the economic, political, regulatory and global trade environment in Singapore.

A significant portion of our corporate and strategic operations are based in Singapore. Accordingly, our business, financial condition, and operations may be materially and adversely affected by economic, political, social, regulatory and global trade developments in Singapore. Although Singapore has historically enjoyed a stable political and economic environment, there is no certainty that this stability will continue. Any prolonged economic downturn, changes in the geopolitical landscape, or regional instability could reduce commercial activity and logistics demand, which could directly impact fleet modernization plans and the demand for our new energy commercial vehicles.

Because our business model may involve the importation of critical electric vehicle components, such as semiconductor chips, battery cells and specialized chassis parts, and the exportation of assembled vehicles or Semi Knocked-Down kits to regional markets, any escalation in trade barriers or macroeconomic instability could cause supply chain bottlenecks, increase our manufacturing costs, and dampen regional demand for our commercial logistics vehicles.

Changes in Singapore government policies, regulations, or subsidies related to commercial vehicles and new energy adoption could materially and adversely affect our business.

The commercial vehicle market in Singapore is highly regulated by the Land Transport Authority (LTA) and other government bodies. Further, the adoption of our electric commercial vehicles by fleet operators in Singapore is heavily influenced by government policies, such as the Certificate of Entitlement (COE) quota system, the Commercial Vehicle Emissions Scheme (CVES), and other schemes. If the Singapore government were to reduce, phase out, or eliminate financial incentives, grants, or tax rebates for the adoption of commercial electric vehicles, or if COE premiums for commercial vehicles remain prohibitively high, the Total Cost of Ownership (TCO) advantage of our vehicles could diminish. This could lead to a decrease in demand for our products, which would materially and adversely affect our business, prospects, results of operations and financial condition.

We operate in a highly regulated environment regarding vehicle safety, homologation, and environmental standards in Singapore.

Before our commercial vehicles can be deployed on Singapore roads, they must undergo homologation and type-approval processes mandated by the LTA to ensure compliance with vehicle safety and environmental standards. Any delay in obtaining these regulatory approvals for our new vehicle models, or any future changes in technical standards—such as specific crash-test requirements, battery-safety parameters or charging-port standards—could delay our commercialization timelines or increase our costs. If our vehicles are found to be non-compliant with applicable or updated safety, technical or environmental requirements, we could be subject to vehicle recalls, penalties or other corrective actions, which could result in substantial costs and damage our brand and reputation.

We are subject to stringent requirements pursuant to Singapore’s data protection and data security laws and regulations, and any contravention of these requirements could result in severe penalties and reputational damage.

Through our smart fleet telematics, Platform-as-a-Service (PaaS) offerings, and temperature tracking systems, we collect, process, and store operational and location data, which may include or constitute personal data. Consequently, our operations in Singapore are subject to stringent requirements relating to the protection of personal data, including without limitation those requirements set out under the Personal Data Protection Act 2012 (PDPA) regarding the collection, use, disclosure, and security of personal data. For instance, if we fail to implement reasonable security arrangements to prevent, in relation to the personal data, unauthorised access, collection, use, disclosure, copying, modification or disposal, or similar risks, or the loss of any storage medium or device on which personal data is stored, then we could be subject to enforcement actions by the Personal Data Protection Commission (PDPC). Such enforcement actions may result in, inter alia, financial penalties of up to 10% of our annual turnover in Singapore (if our annual turnover exceeds S$10 million) or S$1 million (in any other case). Other potential consequences include without limitation loss of customer trust, which would adversely impact our business operations.

We are subject to strict labor and employment laws and regulations in Singapore, and changes to such laws and regulations or increases in operating costs could restrict our operations and increase our costs.

Our operations in Singapore rely on a mix of local and foreign talent, particularly in software engineering, R&D, and fleet telematics. We are subject to labor regulations enforced by the Singapore Ministry of Manpower (MOM), including those relating to the employment of foreign workers. For instance, MOM regulates the ratio of foreign workers to local workers, including through the Dependency Ratio Ceiling, and sets minimum qualifying salaries for work passes granted to foreigners, including Employment Passes and S-Passes. Any tightening of such labor policies, increases in foreign worker levies, or increases in mandatory employer contribution rates to the Central Provident Fund (CPF) for local employees could significantly increase our operating expenses and limit our ability to hire the technical talent necessary to support our business operations.

In addition, Singapore’s highly developed economy is characterized by a high cost of living and a tightly constrained, highly competitive labor market. To attract, integrate, and retain qualified personnel—particularly specialized technical, engineering, and managerial talent—we must offer highly competitive compensation and benefits packages. Furthermore, Singapore’s premium real estate market exposes us to elevated and fluctuating lease rates for corporate offices and operational facilities. If we experience sustained inflationary pressures on wages and commercial rental rates, and are unable to offset these escalating expenses through increased revenues or operational efficiencies, our operating margins, business prospects, and overall financial condition could be materially and adversely affected.

Fluctuations in foreign exchange rates could result in foreign currency exchange losses.

While our corporate operations are anchored in Singapore and a portion of our expenses are denominated in Singapore dollars (SGD), we expect to generate significant revenues and incur manufacturing and supply chain costs in other currencies, such as the U.S. Dollar (USD), Chinese Renminbi (RMB) and other currencies. Singapore does not have a formal regime of foreign exchange controls; however, the Monetary Authority of Singapore (MAS) manages the SGD against a trade-weighted basket of currencies. Any significant volatility in the SGD against our functional or reporting currencies could have a material adverse effect on our financial condition and reported results of operations.

We are subject to evolving environmental and waste management laws in Singapore which may increase our compliance costs.

As a provider of new energy commercial vehicles, our operations may involve the distribution, maintenance, and eventual decommissioning of high-voltage battery systems. Under Singapore’s Resource Sustainability Act 2019 and related environmental frameworks overseen by the National Environment Agency (NEA) such as the Extended Producer Responsibility (EPR) System, the government has been progressively tightening regulations around electronic waste (e-waste). As the adoption of our NEVs grows, we may be subject to stricter statutory obligations and higher levies regarding the collection, safe handling, and recycling of end-of-life EV batteries. If we fail to comply with these waste management and environmental regulations, we could be subject to substantial statutory fines, operational suspensions, and severe reputational harm. At the same time, the costs associated with compliant battery disposal could compress our profit margins.

Risks Related to BPAC’s Business

If BPAC is deemed to be an investment company for purposes of the Investment Company Act, BPAC would be required to institute burdensome compliance requirements and its activities would be severely restricted and, as a result, BPAC would likely abandon its efforts to consummate an initial business combination and would seek to liquidate and dissolve instead.

There is currently uncertainty concerning the applicability of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the regulations thereunder, to a special purpose acquisition company and we may in the future be subject to a claim that we have been operating as an unregistered investment company.

The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

If BPAC is deemed to be an investment company under the Investment Company Act, BPAC’s activities would be severely restricted and BPAC would be subject to burdensome compliance requirements.

If BPAC is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, BPAC would be subject to additional regulatory burdens and expenses for which it has not allotted funds and for which it may not have sufficient time to comply with prior to the expiration of its time to complete a business combination. As a result, if BPAC were deemed to be an investment company, BPAC would likely abandon its efforts to complete an initial business combination and would seek to liquidate and dissolve instead. If BPAC is required to liquidate and dissolve, its investors would not be able to realize the benefits of owning shares in the post-business combination company, including the potential appreciation in the value of BPAC’s shares and rights following such a transaction. BPAC’s rights would also expire worthless in that case.

To mitigate the risk that BPAC might be deemed to be an investment company for purposes of the Investment Company Act, BPAC may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of an initial business combination or its liquidation. As a result, following the liquidation of securities in the Trust Account, BPAC would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of BPAC.

The funds in the Trust Account have, since the initial public offering of BPAC, been held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of BPAC being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, BPAC may, at any time, instruct Wilmington Trust, National Association, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of the initial business combination or liquidation of BPAC. Following such liquidation, BPAC would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to BPAC to pay its taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash could reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of BPAC.

BPAC’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about BPAC’s ability to continue as a “going concern.”

As of June 30, 2026, BPAC had $29,180 cash on hand and working capital deficit of $378,889. BPAC has incurred and expects to continue to incur significant costs in pursuit of its initial business combination. BPAC cannot assure you that its plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about BPAC’s ability to continue as a going concern. BPAC’s financial statements contained in this proxy statement/prospectus do not include any adjustments that might be necessary should BPAC be unable to continue as a going concern.

Additional risk factors not presently known to BPAC or that it currently deems immaterial may also impair BPAC’s business or results of operations. BPAC may disclose changes to such risk factors or disclose additional risk factors from time to time in BPAC’s future filings with the SEC.

BPAC will be forced to liquidate the Trust Account if it cannot consummate the Business Combination or an initial business combination by February 13, 2027, unless a further extension has been approved by shareholders as allowed under its Existing Charter. In the event of a liquidation, BPAC’s public shareholders are expected to receive approximately $10.[●] per ordinary share and the BPAC Rights will expire worthless.

If BPAC does not complete the Business Combination or a business combination by February 13, 2027, unless a further extension has been approved by shareholders as allowed under its Existing Charter, it will be forced to liquidate and the per share liquidation distribution is expected to be approximately $10.[●]. BPAC Rights will expire worthless as a result of BPAC’s failure to consummate the Business Combination or an initial business combination during the Combination Period.

There is no guarantee that a shareholder’s decision whether to redeem its public shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

We can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the consummation of the Business Combination or any alternative business combination.

Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price of the Combined Company and may result in a lower value realized upon redemption than a shareholder of BPAC might realize in the future had the shareholder not redeemed its public shares. Similarly, if a shareholder does not redeem its public shares, the shareholder will bear the risk of ownership of the Combined Company’s ordinary shares after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its ordinary shares of the Combined in the future for a greater amount than the redemption price paid in connection with the redemption of the public shares in connection with the consummation of the Business Combination. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If the conditions to the Merger Agreement are not met, the Business Combination may not occur.

Even if the Merger Agreement is approved by SINGAUTO and SINGAUTO’s shareholders, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Merger Agreement, see the section titled “Proposal No. 2 — The Business Combination Proposal — Conditions to the Closing.” BPAC and SINGAUTO may not satisfy all closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause BPAC and SINGAUTO to each lose some or all of the intended benefits of the Business Combination.

BPAC may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Our initial business combination may be subject to regulatory review and approval requirements by governmental entities or ultimately prohibited. For example, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If BPAC’s potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, BPAC may determine that it is required to make a mandatory filing or that it will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay BPAC’s initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order BPAC to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of, or prevent BPAC from pursuing, certain initial business combination opportunities that BPAC believes would otherwise be beneficial to BPAC and its shareholders. As a result, the pool of potential targets with which BPAC could complete an initial business combination may be limited and BPAC may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. SINGAUTO is a Cayman Islands company, and Mr. Yuqiang Liu, its chairman and chief executive officer, is a non-U.S. person.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and BPAC has limited time to complete its initial business combination. If BPAC cannot complete its initial business combination by February 13, 2027, unless a further extension has been approved by shareholders as allowed under BPAC’s Existing Charter, because the review process drags on beyond such timeframe or because its initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, BPAC may be required to liquidate. If BPAC liquidates, public shareholders may only receive $10.[●] per share, and its rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If third parties bring claims against BPAC, the proceeds held in trust could be reduced and the per-share liquidation price received by BPAC’s shareholders may be less than $10.[●].

BPAC’s placing of funds in trust may not protect those funds from third party claims against BPAC. Although BPAC has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of BPAC’s public shareholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of BPAC’s public shareholders. If BPAC liquidates the Trust Account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by BPAC for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, BPAC cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for BPAC’s shareholders may be less than $10.[●] due to such claims.

Additionally, if BPAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in BPAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, BPAC may not be able to return $10.[●] to its public shareholders.

Any distributions received by BPAC shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, the value of BPAC’s assets did not exceed its liability or BPAC was unable to pay its debts as and when they fell due.

BPAC’s amended and restated memorandum and articles of association provides that it will continue in existence only until the date that is 15 months from the closing of the IPO. If BPAC is unable to consummate a transaction within the required time periods, upon notice from BPAC, the trustee of the Trust Account will distribute the amount in its Trust Account to its public shareholders. Concurrently, BPAC shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although BPAC cannot assure you that there will be sufficient funds for such purpose.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $[●] million of proceeds held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose. BPAC will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations it may owe or for working capital purposes. However, BPAC may not properly assess all claims that may be potentially brought against us. As such, BPAC’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and third parties may seek to recover from BPAC’s shareholders amounts owed to them by BPAC.

If, after BPAC has distributed the proceeds in the Trust Account to its public shareholders, BPAC files a bankruptcy petition or an insolvency petition or an involuntary bankruptcy petition is filed against BPAC that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by BPAC’s shareholders. In addition, BPAC’s Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and BPAC to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

The announcement of the Business Combination could disrupt the Combined Company’s relationships with its customers, members, providers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on the Combined Company’s business include the following:

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact the Combined Company’s results of operations and cash available to fund its business.

Shareholder litigation and regulatory inquiries and investigations are expensive and could harm BPAC’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any shareholder litigation and/or regulatory investigations against BPAC, whether or not resolved in BPAC’s favor, could result in substantial costs and divert BPAC’s management’s attention from other business concerns, which could adversely affect BPAC’s business and cash resources and the ultimate value BPAC’s shareholders receive as a result of the Business Combination.

The Initial Shareholders who own shares of BPAC Class B ordinary shares and Private Placement Units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

As of the Record Date, the Initial Shareholders owned an aggregate of 1,437,500 BPAC Class B ordinary shares and 197,250 BPAC Class A ordinary shares underlying Private Placement Units. They have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the Trust Account if BPAC is unable to consummate a business combination. Based on a market price of $10.[●] per share of Class A ordinary shares and $10.[●] per Unit on [●], 2026, the value of these shares was approximately $[●] million. The BPAC Class B ordinary shares acquired prior to the IPO will be worthless if BPAC does not consummate a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting SINGAUTO as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in BPAC’s public shareholders’ best interest.

BPAC’s shareholders who wish to redeem their public shares in connection with a proposed business combination must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

BPAC’s shareholders who wish to redeem their Class A ordinary shares must either tender their certificates to VStock or deliver their shares to VStock electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the Meeting. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and VStock will need to act to facilitate this request. It is BPAC’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from VStock. However, because BPAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While BPAC has been advised that it takes a short time to deliver shares through the DWAC System, BPAC cannot assure you of this fact. Accordingly, if it takes longer than BPAC anticipates for shareholders to deliver their BPAC Class A ordinary shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their BPAC Class A ordinary shares.

If BPAC’s shareholders who wish to redeem their public shares in connection with the Business Combination have tendered their shares for redemption to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their public shares when they wish to in the event that the Business Combination is not consummated.

If BPAC’s shareholders who wish to redeem their public shares in connection with the proposed Business Combination have tendered their shares for redemption to comply with specific requirements for redemption as described above and the Business Combination is not consummated, BPAC will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their public shares in such a circumstance will be unable to sell their securities after the failed acquisition until BPAC has returned their securities to them. The market price for shares of our BPAC Class A ordinary shares may decline during this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

If BPAC’s due diligence investigation of SINGAUTO was inadequate, then BPAC shareholders following the Business Combination could lose some or all of their investment.

Even though BPAC conducted a due diligence investigation of SINGAUTO, it cannot be sure that this diligence uncovered all material issues that may be present in SINGAUTO or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of SINGAUTO and its business and outside of its control will not later arise. Even if BPAC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with SINGAUTO’s preliminary risk analysis.

BPAC does not have a specified maximum redemption threshold in its Existing Charter. The absence of such a redemption threshold may make it possible for us to consummate the Business Combination with which a substantial majority of our shareholders do not agree.

BPAC’s Existing Charter does not provide a specified maximum redemption threshold, except that the Existing Charter provides that we will only consummate an initial business combination if our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of such business combination. As a result, we may be able to complete the Business Combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, have entered into privately-negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Nasdaq may not continue to list PubCo’s securities, which could limit investors’ ability to make transactions in its securities and subject it to additional trading restrictions.

BPAC’s ordinary shares, units, and rights are currently listed on The Nasdaq Capital Market and BPAC expects the PubCo ordinary shares to be listed on Nasdaq upon consummation of the Business Combination. PubCo’s continued eligibility for listing may depend on, among other things, the number of public shares that are redeemed. There can be no assurance that the Combined Company will be able to comply with the listing standards of Nasdaq following the Business Combination. If, after the Business Combination, Nasdaq delists the Combined Company’s ordinary shares for failure to meet the listing standards, the Combined Company’s shareholders could face significant material adverse consequences including:

BPAC’s Sponsor controls a substantial interest in BPAC and thus may influence certain actions requiring a shareholder vote.

As of the Record Date, BPAC’s Sponsor owns approximately 22.1% of its issued and outstanding shares of BPAC ordinary shares. However, if a significant number of BPAC shareholders vote, or indicate an intention to vote, against the Business Combination, BPAC’s Initial Shareholders or the affiliates, could make such purchases in the open market or in private transactions in order to influence the vote. BPAC’s Sponsor and Initial Shareholders or the affiliates have agreed to vote any shares they own in favor of the Business Combination.

Risks Related to the Business Combination

BPAC and SINGAUTO have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the combined company if the Business Combination is completed or by BPAC if the Business Combination is not completed.

BPAC and SINGAUTO expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, BPAC expects to incur approximately $[●] million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by the combined company if the Business Combination is completed or by BPAC if the Business Combination is not completed. If the Business Combination is not consummated, BPAC may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

In the event that a significant number of public shares are redeemed, PubCo ordinary shares may become less liquid following the Business Combination.

If a significant number of public shares are redeemed, PubCo may be left with a significantly smaller number of shareholders. As a result, trading in the shares of the Combined Company may be limited and your ability to sell your shares in the market could be adversely affected. PubCo has applied to list its shares on Nasdaq, and Nasdaq may not list its ordinary shares on the exchange, which could limit investors’ ability to make transactions in PubCo’s securities and subject PubCo to additional trading restrictions.

BPAC may waive one or more of the conditions to the Business Combination without resoliciting shareholder approval for the Business Combination.

BPAC may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The BPAC Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the BPAC Board determines that a waiver is not sufficiently material to warrant resolicitation of shareholders, BPAC has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to BPAC’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting SINGAUTO’s conduct of its business, however, if the BPAC Board determines that any such order or injunction is not material to the business of SINGAUTO, then the BPAC Board may elect to waive that condition without shareholder approval and close the Business Combination.

BPAC’s shareholders will experience immediate dilution as a consequence of, among other transactions, the issuance of PubCo ordinary shares as consideration in the Business Combination. Having a minority share position may reduce the influence that BPAC’s current shareholders have on the management of PubCo.

It is anticipated that upon completion of the Business Combination, BPAC’s public shareholders would own approximately 5.2% of the Combined Company. BPAC’s Sponsor, officers, directors and other holders of founder shares and private placement shares will retain an ownership interest of approximately 1.3% of the Combined Company and the SINGAUTO shareholders will own approximately 93.5% of the Combined Company. The ownership percentages above with respect to the Combined Company does not take into account (i) the redemption of any shares by the BPAC public shareholders, or (ii) the issuance of any additional shares upon the closing of the Business Combination under the Equity Incentive Plan. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the last shareholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the BPAC Board will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit additional votes, and, therefore, the Business Combination will not be completed.

The BPAC Board is seeking approval to adjourn the Meeting to a later date or dates if, at the Meeting, BPAC is unable to consummate the Business Combination due to insufficient number of votes for the Reincorporation Merger Proposal, the Business Combination Proposal, the Nasdaq Proposal, or the Equity Incentive Plan Proposal. If the Adjournment Proposal is not approved, the BPAC Board will not have the ability to adjourn the Meeting to a later date in order to solicit additional votes and, therefore, the Business Combination will not be completed.

BPAC’s officers and directors have pre-existing fiduciary and/or contractual obligations and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

BPAC’s officers and directors have pre-existing fiduciary and/or contractual obligations to other companies, including other companies that are engaged in business activities similar to those intended to be conducted by us. Accordingly, they may participate in transactions and have obligations that may be in conflict or competition with BPAC’s consummation of its initial business combination. As a result, a potential target business may be presented by BPAC’s management team to another entity prior to its presentation to BPAC and BPAC may not be afforded the opportunity to engage in a transaction with such target business.

Since BPAC’s Sponsor and officers and directors have interests that are different, or in addition to (and which may conflict with) the interests of BPAC shareholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as BPAC’s initial business combination. Such interests, including the fact that the Sponsor will lose its entire investment in BPAC if a business combination is not completed with the Combination Period. Accordingly, BPAC’s Sponsor, and officers and directors may be incentivized to complete the Business Combination, even on terms less favorable to the BPAC shareholders than liquidating BPAC.

When you consider the recommendation of the BPAC Board in favor of approval of the Proposals, including the Business Combination Proposal, you should keep in mind that insiders, including our Sponsor, and BPAC’s officers and directors have interests that are different from, or in addition to, those of the BPAC shareholders generally. The BPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to BPAC shareholders that they vote in favor of the Proposals presented at the Meeting, including the Business Combination Proposal. BPAC shareholders should take these interests into account in deciding whether to approve the Proposals, including the Business Combination Proposal. These interests include, among other things:

The fact that the Sponsor, directors or officers or their affiliates have agreed to vote their BPAC ordinary shares in favor of the Business Combination. See the section entitled, “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a discussion for a discussion of these considerations.

The financial and personal interests of the Sponsor and BPAC’s officers and directors may have influenced their motivation in identifying and selecting SINGAUTO as a business combination target and completing the Business Combination with SINGAUTO. In considering the recommendations of the BPAC Board to vote for the Proposals, its shareholders should consider these interests. The existence of the interests described above may result in a conflict of interest on the part of BPAC’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize BPAC’s officers and directors to complete the Business Combination, even if on terms less favorable to BPAC’s shareholders compared to liquidating BPAC, because, among other things, if BPAC is liquidated without completing the Business Combination, the founder shares would be worthless.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on BPAC’s search for an initial business combination target or the performance or business prospects of a post-business combination company.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect BPAC’s search for a target and/or its ability to complete its initial business combination.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs and BPAC cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial business combination targets or lead to material adverse effects on a post-business combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a business combination could change even after BPAC has entered into a business combination agreement as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that business combination agreement. These factors could affect BPAC’s selection of a business combination target.

BPAC may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, BPAC may deem it costly, impractical or risky to complete an initial business combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair BPAC’s ability to identify a suitable target and to complete an initial business combination. If BPAC completes an initial business combination with such a target, the post-business combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-business combination company to decline.

When BPAC effects its Business Combination with a company located outside of the United States, it would be subject to a variety of additional risks that may adversely affect us.

Because SINGAUTO operates outside of the U.S., BPAC may face additional burdens in connection with investigating, agreeing to and completing such Business Combination, and if BPAC consummates the Business Combination, it would be subject to a variety of additional risks that may negatively impact its operations.

BPAC will be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing its Business Combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If BPAC effects its Business Combination with SINGAUTO, BPAC would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

BPAC may not be able to adequately address these additional risks. If BPAC were unable to do so, it may be unable to complete such Business Combination, or, if BPAC completes such Business Combination, its operations might suffer, either of which may adversely impact its business, financial condition and results of operations.

SINGAUTO’s operating and financial results forecast and certain estimates of market opportunity included in this proxy statement/prospectus rely in large upon assumptions and analyses. If these assumptions or analyses prove to be incorrect, SINGAUTO’s actual operating and financial results may be materially different from its forecasted results.

The strategic goals, intentions, and market opportunity estimates appearing elsewhere in this proxy statement/prospectus reflect current expectations or estimates as of the date indicated. Whether actual business developments, market conditions, and operating results align with SINGAUTO’s expectations and assumptions depends on numerous factors, many of which involve significant uncertainties and contingencies that are inherently difficult to predict and beyond the control of SINGAUTO and BPAC, including, but not limited to:

Any discussions regarding strategic goals, intentions or market opportunity estimates are inherently subject to significant uncertainties and contingencies. Additionally, market opportunity estimates — whether derived from third-party sources or otherwise — are subject to considerable uncertainty and rely on assumptions and projections that may prove to be inaccurate. The estimated addressable market may take years to develop, if it materializes at all, and even if the market achieves the size and growth rates anticipated in this proxy statement/prospectus, SINGAUTO’s business may not grow at a comparable rate. Any adverse developments concerning the factors outlined above could materially and negatively impact the financial condition, business operations, and prospects of the Combined Company.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of SPAC’s securities may decline.

The market price of SPAC’s securities may decline as a result of the consummation of the Business Combination if:

Accordingly, investors may experience a loss as a result of decreasing market price of SPAC securities.

The Unaudited Pro Forma Condensed Combined Financial Information included in this proxy statement/prospectus may not be representative of our results after the Business Combination.

The Unaudited Pro Forma Condensed Combined Financial Statements included elsewhere in this proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the transactions been consummated as of the dates indicated, nor is it indicative of SINGAUTO’s future operating results or financial position after the assumed consummation of the transactions. The Unaudited Pro Forma Condensed Combined Financial Statements present the combination of SINGAUTO’s financial information and the financial information of BPAC after giving effect to the Business Combination and related adjustments described in the accompanying notes. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The Unaudited Pro Forma Condensed Combined Financial Statements do not reflect future events that may occur, including any future nonrecurring charges resulting from the Business Combination, and does not consider potential impacts of current market conditions on revenue or expense. The Unaudited Pro Forma Condensed Combined Financial Statements are based in part on certain assumptions that we believe are reasonable under the circumstances. These assumptions may not prove to be accurate over time.

BPAC shareholders who are not affiliates with the Sponsor may be exposed to greater risk as a result of becoming shareholders of the Combined Company through the Business Combination rather than acquiring securities of PubCo directly in an underwritten public offering as a result of the differences between the two transaction structures, including that the Business Combination did not involve an independent due diligence review by an underwriter and that the Sponsor has conflicts of interest in connection with the Business Combination.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of Combined Company’s ordinary shares in connection therewith, investors will not receive the benefit of an outside independent review of the respective finances and operations of BPAC and SINGAUTO and their subsidiaries. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, BPAC shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

In addition, if SINGAUTO became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” The completion of the Business Combination will not involve an underwriter subject to liability under Section 11 of the Securities Act.

In addition, the amount of due diligence conducted by BPAC and its advisors in connection with the Business Combination may not be as thorough as would have been undertaken by an underwriter in connection with an initial public offering of SINGAUTO. Accordingly, it is possible that defects in SINGAUTO’s business or problems with SINGAUTO’s management that would have been discovered if SINGAUTO conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the PubCo ordinary shares.

Unlike an underwritten initial public offering, the initial trading of PubCo ordinary shares will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of PubCo ordinary shares on Nasdaq could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for PubCo ordinary shares during the period immediately following the listing.

Furthermore, the Sponsor and BPAC’s officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of BPAC shareholders generally. Such interests may have influenced BPAC’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.” In addition, the value of the founder shares may be significantly greater than the amount the Sponsor paid to purchase such shares in the event the Business Combination is completed, even if the Business Combination causes the trading price of PubCo ordinary shares to materially decline from its trading price immediately before Closing.

Neither BPAC nor the BPAC shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by SINGAUTO in the Merger Agreement ultimately proves to be inaccurate or incorrect.

Most of the representations and warranties contained in the Merger Agreement will not survive the completion of the Business Combination. As a result, BPAC and its shareholders may not have the protection of any indemnification, escrow, purchase price adjustment or other provisions that allow for a post-closing adjustment to be made to the merger consideration if a certain representation or warranty made by SINGAUTO in the Merger Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, BPAC’s financial condition or results of operations could be adversely affected.

Activities that may be taken by BPAC’s affiliates to purchase, directly or indirectly, public shares will increase the likelihood of approval of the Proposals and may affect the market price of BPAC’s securities.

At any time at or prior to the Meeting, during a period when they are not then aware of any material nonpublic information regarding BPAC or its securities, the Sponsor, SINGAUTO and/or certain BPAC’s directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against one or more of the Proposals to be presented at the Meeting, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Proposals to be presented at the Meeting. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of BPAC ordinary shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

If the Sponsor and/or BPAC’s directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from shareholders who have already elected to exercise their redemption rights, then such selling shareholders would be required to revoke their prior elections to redeem their shares. The Sponsor and/or BPAC’s directors, officers, advisors or respective affiliates may also purchase public shares from institutional and other investors who indicate an intention to redeem BPAC Class A ordinary shares, or, if the price per share of BPAC Class A ordinary shares falls below $10.00 per share, then such parties may seek to enforce their redemption rights.

The purpose of such share purchases and other transactions would be to (i) increase the likelihood that the Proposals presented at the Meeting receive the requisite votes needed for approval and (ii) otherwise limit the number of public shares electing to redeem. The Sponsor and/or BPAC’s directors, officers, advisors or respective affiliates may also purchase shares from institutional and other investors for investment purposes.

Entering into any such arrangements may have a depressive effect on the BPAC Class A ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a lower-than-market price and may therefore be more likely to sell the shares he, she, or it owns, either at or before the Business Combination.

If such transactions are executed, then the Business Combination could be completed in circumstances where such consummation would not have otherwise occurred. Share purchases by the persons described above would allow them to exert more influence over approving the Proposals to be presented at the Meeting and would likely increase the chances that such Proposals would be approved.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or shareholder. If such arrangements or agreements are entered into, BPAC will file a Current Report on Form 8-K prior to the Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of ordinary shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of ordinary shares for which BPAC has received redemption requests. Further, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

In addition, if such purchases are made, the public “float” of ordinary shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of BPAC securities on a national securities exchange.

Risks Related to PubCo’s Securities Following the Business Combination and PubCo Operating as a Public Company

Currently, there is no public market for the PubCo ordinary shares. BPAC shareholders cannot be sure that an active trading market will develop for or of the PubCo ordinary shares they will receive or that PubCo will successfully obtain authorization for listing on the Nasdaq.

Upon the consummation of the Business Combination, each ordinary share of BPAC will be converted into the right to receive one ordinary share of PubCo. PubCo is a newly formed entity and prior to this transaction it has not issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses, or its operations publicly available. BPAC, SINGAUTO, and PubCo have agreed to use commercially reasonable efforts to cause the PubCo ordinary shares to be issued in the Business Combination to be approved for listing on the Nasdaq prior to the Effective Time of the Business Combination. However, the listing of shares on the Nasdaq does not ensure that a market for the PubCo ordinary shares will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the PubCo ordinary shares following the closing of the Business Combination and the PubCo ordinary shares may trade at a price less than the current market price of BPAC Class A ordinary shares.

Even if PubCo is successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their ordinary shares. If a public market for the PubCo ordinary shares does not develop, investors may not be able to re-sell their ordinary shares, rendering their shares illiquid and possibly resulting in a complete loss of their investment. We cannot predict the extent to which investor interest in PubCo will lead to the development of an active, liquid trading market. The trading price of and demand for the PubCo ordinary shares following completion of the Business Combination and the development and continued existence of a market and favorable price for the PubCo ordinary shares will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results, and prospects of PubCo, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings, and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for the PubCo ordinary shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the PubCo ordinary shares. Many of these factors and conditions are beyond our control, the control of PubCo or PubCo shareholders.

Certain judgments obtained against PubCo by PubCo’s shareholders may not be enforceable.

PubCo is an exempted company incorporated under the laws of the Cayman Islands. SINGAUTO is headquartered in Singapore and conducts its business primarily through its Singapore and UAE subsidiaries, and all of its operations are outside of the United States. A significant amount of SINGAUTO’s assets are located in Singapore, and substantially all of SINGAUTO’s assets are located outside of the United States. In addition, after the Business Combination, some of PubCo’s senior executive officers reside within Singapore for a significant portion of the time and a number of them are Singapore nationals. In addition, the majority of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against PubCo or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Singapore may render you unable to enforce a judgment against PubCo’s assets or the assets of SINGAUTO’s directors and officers. Please see our disclosures below for further information on the enforcement of foreign judgments in Singapore.

PubCo’s share price may be volatile and could decline substantially.

The market price of PubCo’s ordinary shares may be volatile. The factors that could cause fluctuations and volatility in PubCo’s share price may include, among other factors discussed in this section, the following:

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities have been volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of PubCo’s ordinary shares.

The sale or availability for sale of substantial amounts of ordinary shares could adversely affect their market price.

Sales of substantial amounts of the ordinary shares in the public market after the completion of the Business Combination, or the perception that these sales could occur, could adversely affect the market price of the ordinary shares and could materially impair PubCo’s ability to raise capital through equity offerings in the future. The ordinary shares listed after the Business Combination will be freely tradable without restriction or further registration under the Securities Act.

In connection with the IPO, BPAC’s initial shareholders agreed not to transfer, assign or sell any of the initial shares (except to certain permitted transferees), respectively, until the earlier of (1) 180 days after the completion of BPAC’s initial business combination; or (2) the date following the consummation of BPAC’s initial business combination on which BPAC 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 (the “Lock-Up”). Notwithstanding the foregoing, the initial shares will be released from the Lock-Up if (1) the reported closing price of BPAC’s 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 BPAC’s initial business combination or (2) BPAC completes a liquidation, merger, share exchange or other similar transaction after its initial business combination that results in all of its shareholders having the right to exchange their shares for cash, securities or other property. Additionally, BPAC’s insiders have agreed not to transfer, assign or sell any of private placement units (including the ordinary shares issuable upon exercise of the private units) until at least 30 days after the completion of BPAC’s initial business combination (except with respect to permitted transferees). Any permitted transferees will be subject to the same restrictions. However, if after BPAC’s initial business combination, there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the initial shares or the private placement units (or any ordinary shares thereunder) shall be permitted to participate.

In connection with the Business Combination, the Sponsor and certain significant shareholders (≥5% holders) have agreed to enter into lock-up agreements pursuant to which shares held by the Sponsor and certain significant shareholders (≥5% holders) will be subject to transfer restrictions on their PubCo ordinary shares, generally lasting 180 days following the closing of the Business Combination, subject to early release upon certain specified stock price thresholds or certain change-of-control events.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about PubCo or its business, its ordinary shares price and trading volume could decline.

The trading market for Combined Company’s ordinary shares will depend in part on the research and reports that securities or industry analysts publish about the Combined Company or its business. Securities and industry analysts do not currently, and may never, publish research on the Combined Company. If no securities or industry analysts commence coverage of the Combined Company, the trading price for its ordinary shares would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover the Combined Company downgrade its securities or publish inaccurate or unfavorable research about its business, its share price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to publish reports on the Combined Company, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline.

PubCo’s amended and restated memorandum and articles of association that will become effective immediately prior to the completion of the Business Combination contains anti-takeover provisions that could have a material adverse effect on the rights of holders of the PubCo ordinary shares.

In connection with the Business Combination, PubCo will adopt an amended and restated memorandum and articles of association that will become effective immediately prior to the consummation of the Business Combination. PubCo’s post-closing memorandum and articles of association will contain provisions to limit the ability of others to acquire control of PubCo or cause PubCo to engage in change-of-control transactions. These provisions could have the effect of depriving PubCo shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third-parties from seeking to obtain control of PubCo in a tender offer or similar transaction. For example, PubCo’s board of directors will have the authority, subject to any resolution of the shareholders to the contrary, to issue new classes of shares such as preference shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than the rights associated with PubCo’s ordinary shares. New classes of shares carrying such special rights could be issued quickly with terms calculated to delay or prevent a change in control of PubCo or make removal of management more difficult. If PubCo’s board of directors decides to issue new classes of shares carrying such special rights, the price of the PubCo ordinary shares may fall and the voting and other rights of the holders of the PubCo ordinary shares may be materially and adversely affected.

Your ownership percentage in PubCo will be less than the ownership percentage you currently hold in BPAC.

Your ownership percentage in PubCo ordinary shares following the Business Combination will be less than your existing ownership percentage in BPAC as a result of dilution attributable to the relative equity values of the companies involved in the Business Combination. Immediately after the Business Combination, assuming maximum redemption by our public shareholders of 5,750,000 of BPAC’s outstanding ordinary shares, it is anticipated that (i) the current BPAC shareholders will hold as a group approximately 2.2% of the PubCo ordinary shares and (ii) the current shareholders of SINGAUTO will hold as a group approximately 97.8% of the outstanding capital stock of PubCo. As a result, you may have less influence over matters submitted to a vote of PubCo shareholders.

If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting, and other expenses that it would not incur as a foreign private issuer.

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors, and principal shareholders will be exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act, although the executive officers and directors of PubCo will be required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. The principal shareholders of PubCo who are neither its officers nor directors, however, will remain exempt from Section 16(a) reporting requirements. In addition, it will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. If it ceases to qualify as a foreign private issuer in the future, it would incur significant additional expenses that could have a material adverse effect on its results of operations.

If PubCo cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, PubCo’s securities may not be listed or may be delisted, which could negatively impact the price of its securities and your ability to sell them.

PubCo will seek to have its securities approved for listing on Nasdaq in connection with the Business Combination. PubCo cannot assure you that it will be able to meet those initial listing requirements at that time. Even if PubCo’s securities are listed on Nasdaq, it cannot assure you that its securities will continue to be listed on Nasdaq.

In addition, following the Business Combination, in order to maintain its listing on Nasdaq, PubCo will be required to comply with certain rules of Nasdaq, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if PubCo initially meets the listing requirements and other applicable rules of Nasdaq, PubCo may not be able to continue to satisfy these requirements and applicable rules. If PubCo is unable to satisfy Nasdaq criteria for maintaining its listing, its securities could be subject to delisting.

If Nasdaq does not list PubCo’s securities, or subsequently delists its securities from trading, PubCo could face significant material adverse consequences, including but not limited to:

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.

PubCo is an exempted company incorporated under the laws of the Cayman Islands. PubCo’s corporate affairs are governed by its memorandum and articles of association and the laws of the Cayman Islands. The rights of shareholders to take action against PubCo’s directors, actions by PubCo’s minority shareholders and the fiduciary duties of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary duties of PubCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standings to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands business companies like PubCo have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. PubCo’s directors have discretion under its articles of association that will become effective immediately prior to completion of the Business Combination to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders but are not obliged to make them available to its shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, PubCo’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by PubCo’s management, users of the board of directors, or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Singapore against PubCo or its management named in the proxy statement/prospectus based on foreign laws after the Business Combination. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within Singapore.

SINGAUTO is an exempted company incorporated under the laws of the Cayman Islands. SINGAUTO is headquartered in Singapore and conducts its business primarily through its Singapore and UAE subsidiaries, and a significant amount of SINGAUTO’s assets are located in Singapore. In addition, some of SINGAUTO’s senior executive officers reside within Singapore for a significant portion of the time and a number of them are Singapore nationals. As a result, after the Business Combination, it may be difficult for PubCo’s shareholders to effect service of process upon PubCo or those persons inside Singapore. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against SINGAUTO and SINGAUTO’s officers and directors as none of them currently resides in the United States (“U.S.”) or has substantial assets located in the U.S.

There is also uncertainty as to whether the courts Singapore would (i) recognize or enforce judgments of the U.S. courts obtained against us, our subsidiaries, or our directors or officers predicated upon the civil liability provisions of the securities laws of the U.S. or any state in the U.S. or (ii) entertain original actions brought in Singapore against us, our subsidiaries or our directors or officers predicated upon the securities laws of the U.S. or any state in the U.S.

A judgment of a court in the U.S. predicated upon U.S. federal or state securities laws may be enforced in Singapore at common law by bringing an action in a Singapore court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is final and conclusive on the merits, for a fixed and definite sum of money, issued by a court of competent jurisdiction, and not obtained by fraud or in breach of natural justice, nor contrary to Singapore public policy.

Singapore has no arrangement for the reciprocal enforcement of judgments with the U.S. As a result, there is uncertainty as to the enforceability in Singapore, in original actions or in actions for enforcement, of judgments of the U.S. courts of civil liabilities predicated solely upon the federal securities laws of the U.S. or the securities laws of any State or territory within the U.S. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Singapore against our subsidiaries, or our management named in the prospectus, as judgments entered in the U.S. can be enforced in Singapore only at common law. See also “— Risks Related to PubCo’s Securities Following the Business Combination and PubCo Operating as a Public Company — You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.”

Future changes to U.S. and non-U.S. tax laws could adversely affect PubCo.

The U.S. Congress and other government agencies in jurisdictions where PubCo and its affiliates will do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the countries in which PubCo and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect PubCo and its affiliates.

The Reincorporation Merger may be a taxable event for U.S. Holders of BPAC Class A ordinary shares and BPAC Rights.

Subject to the limitations and qualifications described in “— Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders of BPAC Securities,” the Reincorporation Merger should qualify as a Reorganization and, if so treated, a U.S. Holder (as defined herein) generally would not recognize gain or loss on the exchange of BPAC Class A ordinary shares or the BPAC Rights for PubCo ordinary shares or PubCo Rights, as applicable, pursuant to the Reincorporation Merger. However, the rules under Section 368 of the Code are complex and there is limited guidance as to their application. Alternatively, if the Reincorporation Merger does not qualify as a Reorganization, then a U.S. Holder that exchanges its BPAC Class A ordinary shares or BPAC Rights for PubCo ordinary shares or PubCo Rights, as applicable, pursuant to the Reincorporation Merger will generally recognize gain or loss equal to the difference between (i) the fair market value of the PubCo ordinary shares and PubCo Rights received and (ii) the U.S. Holder’s adjusted tax basis in the BPAC Class A ordinary shares and BPAC Rights exchanged therefor, as applicable. For a more detailed discussion of certain U.S. federal income tax consequences of the Reincorporation Merger, see the section titled “— Material U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders of BPAC Securities” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Reincorporation Merger.

In addition, U.S. Holders of BPAC Class A ordinary shares and BPAC Rights may be subject to adverse U.S. federal income tax consequences under the PFIC regime. Please see “Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company Status” for a more detailed discussion with respect to BPAC’s potential PFIC status and certain tax implications thereof.

Further, because the Reincorporation Merger will occur immediately prior to the redemption of BPAC Class A ordinary shares, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Reincorporation Merger. All U.S. Holders considering exercising redemption rights with respect to their BPAC Class A ordinary shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Reincorporation Merger and exercise of redemption rights.

BPAC may be or may have been a PFIC during the holding period of a U.S. Holder of BPAC Class A ordinary shares or BPAC Rights.

A non-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. The determination of whether BPAC will be treated as a PFIC for the taxable year that includes the Business Combination will depend on a number of factors, including the timing of the Business Combination and the amount of cash held by BPAC and its subsidiaries at the time of the Business Combination, among others.

If BPAC is a PFIC or has been a PFIC during the holding period of a U.S. Holder of BPAC Class A ordinary shares or BPAC Rights, such U.S. Holder of BPAC Class A ordinary shares or BPAC Rights may be subject to certain adverse U.S. federal income tax consequences as a result of the Reincorporation Merger. There is no assurance that BPAC is not currently or has not been a PFIC during the holding period of a U.S. Holder of BPAC Class A ordinary shares or BPAC Rights. If BPAC has been a PFIC for any taxable year during the holding period of a U.S. Holder of BPAC Class A ordinary shares or BPAC Rights (and a U.S. Holder of BPAC Class A ordinary shares has not made certain elections with respect to its BPAC Class A ordinary shares), such U.S. Holder of BPAC Class A ordinary shares or BPAC Rights may recognize gain (but not loss) if the Reincorporation Merger qualifies as a Reorganization, upon the exchange of BPAC Class A ordinary shares or BPAC Rights for PubCo ordinary shares and PubCo Rights, as applicable, pursuant to the Reincorporation Merger.

See “Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company Status” for a more detailed discussion with respect to BPAC’s potential PFIC status and certain tax implications thereof. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of BPAC Class A ordinary shares and BPAC Rights.

The Acquisition Merger may fail to qualify as a tax-deferred Reorganization (Section 368(a)(2)(E)), or may trigger tax to SINGAUTO shareholders under Section 367(a) or the PFIC rules.

Although the parties intend that the Acquisition Merger qualify as a tax-deferred transaction under Section 368(a)(2)(E) of the Code, there is no guarantee that the IRS will not assert a contrary position. If the Acquisition Merger fails to qualify for nonrecognition, a U.S. Holder of SINGAUTO shares would recognize taxable capital gain or loss equal to the difference between the fair market value of the PubCo ordinary shares received and the holder’s adjusted tax basis in the surrendered SINGAUTO shares.

Furthermore, under Section 367(a) and applicable Treasury Regulations, any U.S. Holder who owns (directly, indirectly, or constructively) 5% or more of either the total voting power or value of PubCo ordinary shares immediately following the Business Combination must execute a valid five-year Gain Recognition Agreement (GRA) pursuant to Treasury Regulation § 1.367(a)-8 to avoid current taxable gain. In addition, if SINGAUTO has been classified as a PFIC at any point during a U.S. Holder's holding period, proposed regulations under Section 1291(f) could require gain recognition unless a timely qualified electing fund (QEF) election was made.

THE MEETING

General

BPAC is furnishing this proxy statement/prospectus to the BPAC shareholders as part of the solicitation of proxies by the BPAC Board for use at the Meeting of BPAC shareholders to be held on [●], 2026 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our shareholders on or about [●], 2026 in connection with the vote on the Proposals. This proxy statement/prospectus provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Meeting.

Date, Time and Place

The Meeting will be held at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and virtually via live webcast at https://[●]. We are pleased to utilize the virtual shareholder meeting technology to provide ready access and cost savings for our shareholders and BPAC, and we encourage shareholders to attend the extraordinary general meeting virtually. The virtual meeting format allows attendance from any location in the world. You will be able to attend, vote your shares, view the list of shareholders entitled to vote at the Meeting and submit questions during the Meeting via a live audio cast available at https://[●].

Virtual Meeting Registration

To register for the Meeting so you can participate virtually, please follow these instructions as applicable to the nature of your ownership of BPAC Class A ordinary shares.

If your shares are registered in your name with VStock and you wish to attend the Meeting virtually, go to https://[●], enter the control number you received on your proxy card and click on the “Click here” to pre-register for the online meeting link at the top of the page. Just prior to the start of the Meeting, you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to participate in the Meeting virtually.

Beneficial shareholders who wish to participate in the Meeting virtually must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to [PROXY SOLICITOR EMAIL]. Beneficial shareholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting VStock a beneficial holder will receive an email prior to the Meeting with a link and instructions for entering the Meeting virtually. Beneficial shareholders should contact VStock at least five business days prior to the meeting date.

Accessing the Virtual Meeting Audio Cast

You will need your control number for access. If you do not have your control number, contact VStock at the phone number or email address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact VStock to have a control number generated. VStock contact information is as follows: (212) 828-8436 or email action@vstocktransfer.com.

Record Date; Who is Entitled to Vote

As of the Record Date, there were 5,947,250 BPAC Class A ordinary shares and 1,437,500 BPAC Class B ordinary share issued and outstanding. Only BPAC shareholders who hold BPAC Class A ordinary shares or BPAC Class B ordinary shares of record as of the close of business on [●], 2026, the Record Date, are entitled to vote at the Meeting or any adjournment or postponement thereof. Each holder of BPAC ordinary shares is entitled to one vote per share on each Proposal. If your shares are held in “street name,” you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.

In connection with the IPO, we entered into certain Letter Agreements pursuant to which the Initial Shareholders agreed to vote any shares owned by them in favor of our initial business combination. As of June 30, 2026, a total of 197,250 BPAC Class A ordinary shares and 1,437,500 BPAC Class B ordinary share, or approximately 22.1% of the outstanding BPAC ordinary shares, are subject to the Letter Agreement pursuant to which holders have agreed to vote their ordinary shares in favor of the Business Combination.

Quorum and Required Vote for Shareholder Proposals

A quorum of BPAC shareholders is necessary to hold a valid meeting. A quorum will be present at the Meeting if not less than one-third of the votes of the BPAC ordinary shares issued and outstanding as of the Record Date and entitled to vote is present in person, by virtual attendance or represented by proxy and entitled to vote at the Meeting. Abstentions by virtual attendance and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Reincorporation Merger Proposal will require the affirmative vote of two-thirds of votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting or any adjournment or postponement thereof, and approval of the Business Combination Proposal, the Nasdaq Proposal, the Advisory Governance Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal will each require the affirmative vote of a majority of votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting or any adjournment or postponement thereof.

The approval of the Business Combination Proposal is conditioned upon the approval of the Reincorporation Merger Proposal and the Nasdaq Proposal. If either the Reincorporation Proposal or the Nasdaq Proposal is not approved, the Business Combination Proposal will have no effect (even if approved by the requisite vote of our shareholders at the Meeting of any adjournment or postponement thereof) and the Business Combination will not occur. If the Business Combination Proposal is not approved, the Business Combination will not take place. Approval of the Business Combination Proposal is also a condition to Proposal No. 1 and Proposal No. 3.

Voting Your Shares

Each BPAC ordinary shares that you own in your name entitles you to one vote on each Proposal for the Meeting. Your proxy card shows the number of BPAC ordinary shares that you own.

There are two ways to ensure that your BPAC ordinary shares are voted at the Meeting:

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE REINCORPORATION MERGER PROPOSAL AND THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS).

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your BPAC Class A ordinary shares, you may contact [PROXY SOLICITOR], our proxy solicitor as follows:

[PROXY SOLICITOR]

Toll Free:
Collect:
Email:

No Additional Matters May Be Presented at the Meeting

This Meeting has been called only to consider the approval of the Reincorporation Merger Proposal, the Business Combination Proposal, the Nasdaq Proposal, the Advisory Governance Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal.

Approval of the Reincorporation Merger Proposal, the Business Combination Proposal, the Nasdaq Proposal, the Advisory Governance Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote thereon at the Meeting or any adjournment or postponement thereof.

Redemption Rights

Pursuant to our Existing Charter, a holder of public shares may demand that BPAC redeem such shares for cash in connection with a business combination and an amendment to BPAC’s amended and restated memorandum and articles of association. You may not elect to redeem your shares prior to the completion of a business combination.

If you are a public shareholder and you seek to have your shares redeemed, you must submit your request in writing that we redeem your public shares for cash no later than 5:00 p.m., Eastern Time, on [●], 2026 (at least two business days before the Meeting). The request must be signed by the applicable shareholder in order to validly request redemption. A shareholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of the shares to be redeemed and must be sent to VStock at the following address:

VStock Transfer, LLC

18 Lafayette Place
Woodmere, NY 11598
E-mail: action@vstocktransfer.com

You must tender the public shares for which you are electing redemption at least two business days before the Meeting by either:

Any corrected or changed written demand of redemption rights must be received by VStock at least two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to VStock at least two business days prior to the vote at the Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Class A ordinary shares as of the Record Date. Any public shareholder who holds BPAC Class A ordinary shares on or before [●], 2026 (at least two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest, less any taxes payable, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to VStock or deliver your shares to VStock electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, at least two business days before the Meeting.

If you wish to tender through the DWAC system, please contact your broker and request delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and VStock will need to act together to facilitate this request. It is BPAC’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from VStock. BPAC does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their Class A ordinary shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a shareholder tenders its Class A ordinary shares and decides prior to the consummation of the Business Combination that it does not want to redeem its shares, the shareholder may withdraw the tender. In the event that a shareholder tenders Class A ordinary shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Business Combination will not be consummated. BPAC anticipates that a shareholder who tenders Class A ordinary shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such Class A ordinary shares soon after the completion of the Business Combination.

If properly demanded by BPAC’s public shareholders, BPAC will redeem each BPAC Class A ordinary share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination.

Appraisal Rights

Under section 238 of the Cayman Islands Companies Act, holders of BPAC ordinary shares will have the right to dissent from the Reincorporation Merger. In order to exercise such rights, a holder of BPAC ordinary shares must give written notice of objection to the Reincorporation Merger to BPAC before the vote on the Reincorporation Merger is taken at the Meeting. The written objection must include a statement that the shareholder proposes to demand payment for its shares if the Reincorporation Merger is authorised by the shareholders.

If the Reincorporation Merger is authorised, BPAC must, within 20 days after the date on which the Reincorporation Merger is authorised, give written notice of such authorisation to each shareholder who made a written objection, except those shareholders who voted in favor of the Reincorporation Merger. Within 20 days after receipt of that notice, the dissenting shareholder must give written notice to BPAC (or PubCo, if the Reincorporation Merger has by then become effective) of such shareholder’s decision to dissent, which notice must state: (a) the shareholder’s name and address; (b) the number and class of shares in respect of which the shareholder dissents; and (c) a demand for payment of the fair value of such shares.

From the date on which the notice of dissent is given, the dissenting shareholder ceases to have any rights as a shareholder with respect to the shares in question, other than the right to be paid the fair value of such shares and such other rights as are provided under section 238 of the Cayman Islands Companies Act.

Within seven days after the expiration of the period within which shareholders may give notice of dissent, or within seven days after the date on which the Reincorporation Merger becomes effective, whichever is later, BPAC or PubCo must make a written offer to each dissenting shareholder to purchase the shares at a specified price that BPAC or PubCo determines to be their fair value. If BPAC or PubCo and a dissenting shareholder agree upon the price within 30 days after the date on which such offer is made, BPAC or PubCo must pay that amount upon surrender of the certificates representing the relevant shares.

If BPAC or PubCo and the dissenting shareholder fail to agree the fair value within such 30-day period, BPAC or PubCo must file a petition with the Grand Court of the Cayman Islands to determine the fair value of the shares. The Grand Court will determine the fair value of the shares together with a fair rate of interest, if any, to be paid by BPAC or PubCo upon surrender of the certificates representing such shares.

Holders of BPAC ordinary shares have dissenters’ rights only in respect of the Reincorporation Merger, and not in respect of the Acquisition Merger or the Business Combination generally. There are no appraisal or dissenters’ rights with respect to BPAC Rights.

Proxies and Proxy Solicitation Costs

BPAC is soliciting proxies on behalf of the BPAC Board. This solicitation is being made by mail but also may be made by telephone or in person. BPAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. BPAC will bear the cost of solicitation. [PROXY SOLICITOR], a proxy solicitation firm that BPAC has engaged to assist it in soliciting proxies, will be paid its customary fee of approximately $[●] and be reimbursed out-of-pocket expenses.

BPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. BPAC will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE REINCORPORATION MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement and the Reincorporation Plan of Merger is attached hereto as Annex A-1 and Annex A-2, respectively, and is incorporated by reference herein.

Purpose of the Reincorporation Merger Proposal

The purpose of the Reincorporation Merger is to establish a Cayman Islands exempted company as the parent entity of SINGAUTO that would be a “foreign private issuer” as that term is defined under the Exchange Act. As a result of the Reincorporation Merger, the BPAC shareholders will no longer be BPAC shareholders and (other than the BPAC shareholders who exercise their redemption rights) will become shareholders of PubCo, a foreign private issuer.

As a foreign private issuer, PubCo will be exempt from certain rules under the Exchange Act, prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act, although the executive officers and directors of PubCo will be required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. The principal shareholders of PubCo who are neither its officers nor directors, however, will remain exempt from Section 16(a) reporting requirements. In addition, PubCo will not be required under the Exchange Act to file quarterly periodic reports and financial statements with the SEC and will not be required to disclose in its periodic reports all of the information that U.S. domestic issuers are required to disclose.

Summary of the Reincorporation Merger

The Merger Agreement was entered into by and among BPAC, the Purchaser, Merger Sub, and SINGAUTO on May 1, 2026. Upon the approval of the Merger Agreement and the Reincorporation Plan of Merger by the BPAC shareholders, the Purchaser and BPAC will execute the Reincorporation Plan of Merger, which shall be filed with the Registrar of Companies in the Cayman Islands with certain other documents on or prior to the Closing Date. At the closing of the Reincorporation Merger, BPAC will merge with and into the Purchaser. The separate corporate existence of BPAC will cease and the Purchaser will continue as the surviving corporation (“PubCo”). In connection with the Reincorporation Merger, at the effective time of the Reincorporation Merger, (A) all outstanding BPAC Units will separate into their individual components of BPAC Class A ordinary shares and BPAC Rights and will cease separate existence and trading, and (B) BPAC Class B ordinary shares will automatically convert into BPAC Class A ordinary shares, and the current equity holdings of the BPAC shareholders shall be exchanged as follows

Vote Required for Approval

Along with the approval of the Business Combination Proposal and the Nasdaq Proposal, approval of the Reincorporation Merger is a condition to the consummation of the Business Combination. If the Reincorporation Merger Proposal is not approved, the Business Combination will not take place. If either the Business Combination Proposal or the Nasdaq Proposal is not approved, the Reincorporation Merger Proposal will have no effect (even if approved by the requisite vote of our shareholders at the Meeting or any adjournment or postponement thereof) and the Business Combination will not occur. Approval of the Reincorporation Merger Proposal is also a condition to Proposal No. 2 and Proposal No. 3.

The Reincorporation Merger Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only if the affirmative vote of a two-thirds of the votes cast by the holders of BPAC ordinary shares present in person, by virtual attendance or represented by proxy and entitled to vote and voted “FOR” the Reincorporation Merger Proposal at the Meeting.

Pursuant to the Letter Agreement, the Initial Shareholders holding an aggregate of 197,250 Private Placement Units and 1,437,500 BPAC Class B ordinary shares (or approximately 22.1% of the outstanding BPAC ordinary shares), have agreed to vote their ordinary shares in favor of the Business Combination. As a result, only 826,833 Class A ordinary shares held by the public shareholders will need to be present in person, by virtual attendance or by proxy to satisfy the quorum requirement for the Meeting. In addition, as the vote to approve the Reincorporation Merger Proposal is two-thirds of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of Class A ordinary shares to constitute a quorum is present, 6,306 Class A ordinary shares held by the public shareholders will be required to vote in favor of the Reincorporation Merger Proposal for it to be approved.

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE REINCORPORATION MERGER UNDER PROPOSAL NO. 1.

PROPOSAL NO. 2 — THE BUSINESS COMBINATION PROPOSAL

We are asking our shareholders to adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated thereby. Our shareholders should read carefully this proxy statement/prospectus in its entirety, including the subsection below titled “The Merger Agreement,” for more detailed information concerning the Business Combination and the terms and conditions of the Merger Agreement. We also urge our shareholders to read carefully the Merger Agreement in its entirety before voting on this Proposal. A copy of the Merger Agreement is attached as Annex A-1 to this proxy statement/prospectus.

General

On May 1, 2026, BPAC entered into the Merger Agreement by and among BPAC, the Purchaser, Merger Sub and SINGAUTO. Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the BPAC shareholders, BPAC will merge with and into the Purchaser, with the Purchaser remaining as the surviving publicly traded entity as a result of the Reincorporation Merger (“PubCo”); (ii) at least one business day after the consummation of the Reincorporation Merger, Merger Sub will merge with and into SINGAUTO, with SINGAUTO continuing as the surviving company in the Business Combination and becoming a wholly-owned subsidiary of PubCo.

The board of directors of BPAC has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the BPAC shareholders.

The Merger Agreement

The following is a summary of the material terms of the Merger Agreement. The following summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Annex A-1 to this proxy statement/prospectus.

The Merger Agreement contains representations and warranties that BPAC, PubCo and Merger Sub, on the one hand, and SINGAUTO, on the other hand, have made to one another as of specific dates. The assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties to the Merger Agreement. Some of these schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. You should not rely on the representations and warranties described below as current characterizations of factual information about BPAC or SINGAUTO because they were made as of specific dates and may be intended merely as a risk allocation mechanism among BPAC, PubCo and Merger Sub and SINGAUTO and are modified by the disclosure schedules.

The Equity Incentive Plan

As part of the Merger Agreement and in connection with the Business Combination, BPAC and SINGAUTO have agreed that PubCo shall adopt the Equity Incentive Plan. The Equity Incentive Plan provides for the issuance of a number of PubCo ordinary shares equal to 10% of PubCo’s outstanding shares immediately after the Closing . Shares may be made available from shares held in treasury or authorized but unissued shares of PubCo not reserved for any other purpose.

General Description of the Reincorporation Merger

Upon the closing of the transactions contemplated in the Merger Agreement, and subject to the terms and conditions set forth therein and in accordance with applicable laws, BPAC will merge with and into PubCo, with PubCo remaining as the surviving publicly traded entity.

At the effective time of the Reincorporation Merger, (A) all outstanding Units of BPAC (each consisting of (i) one BPAC Class A ordinary share and (ii) one BPAC Right to receive one-sixth (1/6) of one BPAC Class A ordinary share upon the consummation of an initial business combination) will separate into their individual components of BPAC Class A ordinary shares and BPAC Rights and will cease separate existence and trading, and (B) BPAC Class B ordinary shares will automatically convert into BPAC Class A ordinary shares, and the current equity holdings of the BPAC shareholders shall be exchanged as follows:

Each issued and outstanding PubCo ordinary share immediately prior to effective time of the Reincorporation Merger will cease to be issued and will be automatically cancelled and retired and will cease to exist.

General Description of the Business Combination

Business Combination Consideration

At least one business day after the consummation of the Reincorporation Merger, Merger Sub will be merged with and into SINGAUTO, resulting in SINGAUTO being a wholly owned subsidiary of PubCo.

The aggregate consideration to be paid to existing shareholders of SINGAUTO is $1,200,000,000, consisting of 120,000,000 newly issued PubCo ordinary shares, valued at $10.00 per share. A number equal to 10% of PubCo’s outstanding shares immediately after the Closing will be reserved and authorized for issuance under the Equity Incentive Plan. At the closing of the Business Combination, each SINGAUTO ordinary share then issued and outstanding shall be cancelled and automatically converted into the right to receive PubCo ordinary shares pursuant to the terms of the Merger Agreement.

Upon the closing of the Business Combination, PubCo board of directors will consist of five (5) directors, a majority of whom shall be independent directors under Nasdaq listing rules. Sponsor shall have the right, but not the obligation, to designate, or cause to be designated, one (1) director to serve as an independent director of PubCo, and SINGAUTO shall have the right, but not the obligation, to designate, or cause to be designated, the remaining directors. Roy Jiang, the 50% legal and beneficial owner of our Sponsor, is expected to serve as PubCo’s independent director upon the closing of the Business Combination, and to receive compensation and benefits from PubCo for such services. See the section titled “Directors and Executive Officers of the Combined Company after the Business Combination” for additional information.

After the consummation of the Business Combination, PubCo will be a “foreign private issuer” under the U.S. securities laws and the rules of Nasdaq. For more information about the foreign private issuer, see “Director and Executive Officers of the Combined Company after the Business Combination.”

After the Business Combination, assuming there are no redemptions of our shares, BPAC’s current public shareholders will own approximately 5.2% of the issued share capital of PubCo, BPAC’s Sponsor, current directors, officers and affiliates will own approximately 1.3% of the issued share capital of PubCo, and SINGAUTO shareholders will own approximately 93.5% of the issued share capital of PubCo.

Assuming the maximum redemption by holders of 5,750,000 BPAC’s outstanding ordinary shares, after giving effect to the payments to redeeming shareholders, BPAC’s current public shareholders will own approximately 0.8% of the issued share capital of PubCo, BPAC’s Sponsor, current directors, officers and affiliates will own approximately 1.4% of the issued share capital of PubCo, and SINGAUTO shareholders will own approximately 97.8% of the issued share capital of PubCo.

Assuming the Reincorporation Merger Proposal and the Business Combination Proposal are approved, BPAC expects to close the Business Combination as soon as possible following the Meeting.

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:

Conditions to Closing

General Conditions

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 PubCo 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:

SINGAUTO’s Conditions to Closing

The obligations of SINGAUTO 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:

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the Closing as follows:

Certain Related Agreements

Company Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain shareholders of the Company have entered with a 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.

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 pursuant to which, among other things, the Sponsor and affiliates of the Sponsor have agreed, among other things, (i) to vote all of their BPAC 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 BPAC 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 BPAC ordinary shares.

Lock-up Agreement

Upon the Closing, the Purchaser, the Sponsor and each Company shareholder who will hold 5% or more of PubCo ordinary shares immediately after the Closing, will enter into 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 PubCo ordinary shares beneficially owned by such shareholders (the “Lock-up Shares”) until the earlier of (1) 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.

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.

Intellectual Property Cooperation Agreement and Deed of Waiver

SingAuto has historically conducted its R&D activities in collaboration with Beijing Xinshiya Technology Co., Ltd., or Xinshiya Beijing. Certain patents and patent applications developed in connection with our business were historically registered, listed or recorded in the names of multiple parties as co-holders, co-owners or co-applicants, including SingAuto Cayman, SingAuto Singapore, SingAuto HK and Xinshiya Beijing. Xinshiya Beijing is a related party of SINGAUTO and is controlled by Mr. Yuqiang Liu, SINGAUTO’s CEO and chairman of the board. See “Information About SINGAUTO — Material Intellectual Property Agreements” and “Certain Relationships and Related Party Transactions — Certain Related Party Transactions of SINGAUTO” for more information regarding related-party transactions involving Xinshiya Beijing. To clarify the ownership and commercialization rights in these patents and patent applications, the relevant parties entered into a deed of waiver and relinquishment of IP rights and an intellectual property cooperation agreement in May 2026.

Under the deed of waiver dated and effective as of May 4, 2026, SingAuto HK acknowledged that its prior registration as a co-holder of certain intellectual property had been made for administrative or structural purposes, irrevocably and unconditionally waived and released all rights, title and interest in the relevant intellectual property worldwide, and agreed to cooperate in its removal from applicable IP registration records. The deed does not provide for a fixed term, renewal right or early termination right, although certain obligations, including confidentiality obligations, survive termination or expiry in accordance with the terms of the deed.

On May 15, 2026, SingAuto Cayman, SingAuto Singapore and Xinshiya Beijing entered into an intellectual property cooperation agreement, or IP Cooperation Agreement, to establish a unified framework for the licensing and commercialization of the licensed patents worldwide. The entry into the IP Cooperation Agreement satisfied the closing condition under the Merger Agreement requiring SINGAUTO to enter into the IP Cooperation Agreement, in a form acceptable to BPAC, within ten business days following the date of the Merger Agreement. Under the IP Cooperation Agreement, SingAuto Cayman and Xinshiya Beijing are identified as IP holders and SingAuto Singapore is identified as the licensee, and SingAuto Singapore receives an exclusive, sublicensable, worldwide license under the licensed patents to make, use, offer to sell, sell and import licensed products, with full and final control over commercialization and exploitation of the licensed patents. The agreement also provides for a one-time lump sum consideration, the specific amount of which remains subject to the parties’ further determination, in lieu of ongoing royalties. On June 15, 2026, the parties entered into a supplementary agreement to the IP Cooperation Agreement, setting the consideration at $2.0.

The IP Cooperation Agreement became effective on May 15, 2026 and, unless terminated earlier in accordance with its terms, continues on a licensed product-by-licensed product and country-by-country basis until the expiration of the last-to-expire valid claim of a licensed patent in the relevant country, or, if no patent contained in the licensed patents is issued or the relevant patents or patent applications are abandoned, until one year after the last patent or patent application is abandoned. SingAuto Singapore, as licensee, may terminate the agreement without cause on at least 45 business days’ prior written notice to the IP holders, and may also terminate the agreement if any IP holder materially breaches the agreement and fails to cure such breach within 30 business days after written notice. Either party may terminate the agreement immediately upon certain insolvency, bankruptcy, liquidation or similar events affecting SingAuto Singapore. The agreement does not contain an automatic renewal provision. Upon expiration of the last patent to expire under the licensed patents in any country with respect to any licensed product, provided SingAuto Singapore is not then in breach of the agreement, SingAuto Singapore will have a perpetual, irrevocable, fully paid-up license to make, use, offer to sell, sell and import in that country products that were previously licensed products.

Anticipated Accounting Treatment

The Business Combination is expected to be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, PubCo will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of SINGAUTO expecting to have a majority control of the voting power of PubCo, SINGAUTO’s senior management comprising substantially all of the senior management of PubCo, the relative size of SINGAUTO compared to PubCo, and SINGAUTO operations comprising the ongoing operations of PubCo. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of SINGAUTO issuing stock for the net assets of PubCo, accompanied by a recapitalization. The net assets of PubCo will be stated at historical cost, with no goodwill or other intangible assets recorded.

Regulatory Approvals

The Business Combination and the transactions contemplated by the Merger Agreement are not subject to any federal or state regulatory requirement or approval, except for the filings and registration with the Registrar of Companies in the Cayman Islands of the articles of merger, including the Reincorporation Plan of Merger and the payment of the applicable fees under the Cayman Islands Companies Act necessary to effectuate the Business Combination.

Management

Effective as of the closing of the Business Combination, the Combined Company’s Board of Directors will have at least five (5) directors, a majority of whom shall be independent directors under Nasdaq listing rules. Sponsor shall have the right, but not the obligation, to designate, or cause to be designated, one (1) director to serve as an independent director of PubCo, and SINGAUTO shall have the right, but not the obligation, to designate, or cause to be designated, the remaining directors. Effective as of the closing of the Business Combination, all of the executive officers of BPAC immediately prior to the closing of the Business Combination shall resign and the individuals serving as executive officers of the Combined Company immediately after the closing of the Business Combination will be the same individuals (in the same offices) as those of SINGAUTO immediately prior to the closing of the Business Combination. Roy Jiang, the 50% legal and beneficial owner of our Sponsor, is expected to serve as PubCo’s independent director upon the closing of the Business Combination, and to receive compensation and benefits from PubCo for such services. See “Directors and Executive Officers of the Combined Company after the Business Combination” for additional information.

Background of the Business Combination

The terms of the Merger Agreement and related ancillary documents are the result of extensive negotiations between BPAC, the Company and their respective representatives. The following is a brief description of the background of these negotiations, the proposed Business Combination and related transactions. It is not, and does not purport to be, a complete catalogue of every interaction between the applicable parties.

BPAC Background and Initial Public Offering

BPAC is a blank check company incorporated on January 13, 2025, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The terms of the Business Combination were the result of thorough arm’s-length negotiations among the directors, management, and representative teams of BPAC, the Sponsor, and the Company, respectively. The following is a brief description of these discussions and negotiations, the Business Combination, and related transactions.

On November 13, 2025, BPAC consummated its IPO of 5,750,000 Units, including 750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $57,500,000. Each Unit consists of one Class A ordinary share of BPAC and one public right to receive one-sixth (1/6th) of one Class A ordinary share of BPAC. Concurrently with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreements, the Company completed the private sale of 197,250 Private Placement Units to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds to the Company of $1,972,500. The Private Placement Units are identical to the Units sold in the IPO.

Upon the closing of BPAC’s IPO and the sale of the Private Placement Units, approximately $57,500,000 ($10.00 per unit) of net proceeds was placed in the Trust Account.

BPAC’s amended memorandum and articles of association, conditionally adopted by a special resolution passed on August 15, 2025 and effective immediately prior to the listing of the securities of BPAC on Nasdaq on November 12, 2025, provided that BPAC was required to complete its initial business combination within 15 months from the closing of BPAC’s IPO.

Prior to the closing of BPAC’s initial public offering, neither BPAC nor anyone acting on its behalf contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to any potential business combination transaction with BPAC.

After BPAC’s IPO, and consistent with BPAC’s business purpose, BPAC Board and management team commenced an active, targeted search for an initial set of potential business combination targets, leveraging BPAC’s and the Sponsor’s network of relationships and intimate knowledge of the private company marketplace, as well as the prior experience and network of the BPAC Board and management team.

In evaluating potential businesses and assets for an initial business combination, BPAC, together with its directors and management team, and the Sponsor, considered acquisition candidates worldwide and various industries, although not limited to a particular industry or geographic region in selecting a target. BPAC generally focused on companies that it believed were (i) within the advanced mobility and green logistics technology sector and sustainable supply-chain infrastructure that strongly aligned with the Company’s technology-driven approach to commercial transportation innovation and global logistics modernization, and complementing the background and network of its management team; (ii) companies with portfolio optionality that have platform opportunities and a credible roadmap to expand vertically and/or horizontally over time; (iii) companies with potential commercial and strategic synergies, including companies that can benefit from the investment and operational expertise, relationships, and contacts of BPAC’s management and the Sponsor; and (iv) sustainable stand-alone companies, including companies with sustainable business models having the capacity to grow quickly in large, addressable markets. When evaluating potential targets, BPAC generally assessed opportunities against these criteria, in addition to others.

Evaluation of the Potential Target Companies

The following is a brief description of the background of BPAC’s search for and discussion with various potential target companies. It is not, and does not purport to be, a complete catalogue of every interaction between the applicable parties.

After the IPO, the BPAC Board and management team commenced an active search for potential target businesses. In connection with evaluating potential business combinations, members of BPAC’s management team contacted and were contacted by a number of individuals, entities, investment banks, and private equity funds with respect to potential business combination opportunities focusing initially in Asia because BPAC’s management team, in its legal practice outside of its BPAC responsibilities, has significant operations in Asia with law offices in Singapore and Hong Kong and as a result, a deep network of business contacts in that region. During this process:

Target Company One:

Target Company Two:

Target Company Three:

Target Company Four:

From March 13, 2026 through April 1, 2026, the parties held multiple teleconference and videoconference calls relating to the business plan and near terms prospects for its projects as well as the cashflow needs related thereto. BPAC was concerned that such projects were highly speculative and required significant amounts of capital to produce with no guarantee of resulting revenue.

Target Company Five:

In addition to those specified above, the reasons that BPAC did not continue discussions with potential targets other than the Company included the following: (i) decision on the part of the other potential targets to pursue alternative transaction structures or strategies; (ii) failure by the other potential targets and BPAC to align on valuation or capital investment expectations; (iii) various factors that led BPAC to conclude that the combined company resulting from the proposed business combination would not be perceived as an attractive investment by public and/or private investment in public equity investors, including, but not limited to, the valuation attributed to such potential targets, the maturity of such potential targets’ businesses, their respective business plans, market sentiments of the industries in which the potential targets operated, and market performance of their respective public company comparables; and (iv) transaction terms requested by such potential targets that were difficult for BPAC to accept, such as requesting BPAC to make up-front investments in such potential targets prior to the closing of the proposed business combination.

All discussions with representatives of potential targets other than the Company ceased on or before May 1, 2026, the date on which BPAC and the Company executed the Merger Agreement.

Background to Negotiations with SingAuto

Initial Contact and Evaluation

In November 2025, Mr. Yuqiang Liu, Chairman of SingAuto, learned of BPAC through the press release announcing the listing of BPAC's securities on Nasdaq on November 12, 2025. In December 2025, Mr. Liu contacted Mr. Jason Ye, a Partner of Ortoli Rosenstadt LLP and Ortoli Rosenstadt Ye Pte. Ltd. (“ORY”) whom he has known since 2023, to discuss Blueport’s acquisition strategy. Mr. Ye, acting in his capacity as a partner of ORY, introduced Mr. Liu to BPAC’s management. He then arranged and facilitated the initial discussions and meetings between BPAC and SingAuto, which ultimately led to the proposed Business Combination. Prior to these discussions, neither BPAC, its sponsor, nor their respective officers and directors had any material business relationship with SingAuto or its management, except as described below.

Mr. Liu was introduced to Mr. Ye in 2023 through common acquaintance Jiale Chang, a retail banker who worked in Singapore at the time. Following the introduction, SingAuto management had a few discussions with Mr. Ye regarding potential financing and capital markets opportunities, including the possibility of a U.S. public listing to support the company’s growth and operational needs. SingAuto also attended several ORY-hosted events in Singapore, including the 2024 and 2025 ORY APAC-US Conferences, where it met professional advisors, investment bankers, and prospective investors, and gained additional insight into the U.S. capital markets and listing process. SingAuto never engaged ORY as legal counsel and neither ORY nor its personnel received any compensation from SingAuto in connection with these discussions or event participation.

William Rosenstadt is BPAC’s Chairman and Chief Executive Officer. He is also the managing principal and 50% owner of the Sponsor, and the founding member and managing partner of Ortoli Rosenstadt LLP, of which Mr. Ye is a partner. Mr. Rosenstadt participated in the meetings and negotiations with SingAuto on behalf of BPAC. Roy Jiang, the other managing principal and 50% owner of the Sponsor, also participated as a representative of the Sponsor.

Following preliminary discussions in late December 2025 regarding SingAuto’s business, management team, growth strategy, and capital requirements, BPAC’s management concluded in January 2026 that SingAuto merited further evaluation as a potential business combination target. BPAC was particularly attracted to SingAuto’s proprietary green cold-chain logistics technology solutions. BPAC’s management and sponsor team also considered broader industry trends affecting the commercial transportation sector. In particular, the subsequent volatility of global oil and diesel prices highlighted the importance of fuel-cost predictability for logistics operators and fleet owners. BPAC believed that the transition toward renewable and electrically powered commercial vehicles could help customers reduce their reliance on traditional commercial trucks powered by diesel and exposure to fluctuations in fossil fuel prices while supporting increasingly stringent environmental and emissions requirements. As a result, BPAC viewed companies focused on electrification solutions for commercial logistics vehicles, including SingAuto, as potentially well positioned to benefit from long-term industry demand. This consideration, together with SingAuto’s focus on the commercial logistics vehicle segment and its green cold-chain logistics technology solutions, contributed to BPAC’s interest in further evaluating SingAuto as a potential business combination target.

Between December 2025 and January 2026, BPAC and SingAuto conducted multiple meetings, both in person and virtually. Participants included BPAC management and sponsor representatives, including Mr. Rosenstadt, Mr. Jiang and Mr. Ye, as well as Mr. Liu and other members of SingAuto’s management team. The discussions were intended to, among other things, (i) confirm SingAuto’s interest in accessing the U.S. capital markets through a business combination with a special purpose acquisition company and becoming a publicly traded company, (ii) provide SingAuto’s management with an understanding of BPAC’s structure, transaction terms and post-combination implications for the combined company and its shareholders, (iii) evaluate SingAuto’s business plan, growth strategy and financial projections, including management’s plans for achieving its operational and financial targets, (iv) assess SingAuto’s ability to meet Nasdaq/NYSE public-company standards, (v) understand customer concentration and commercial relationships, as well as regulatory approvals, licenses, and compliance requirements in each targeted market, and (vi) evaluate potential PIPE financing and other post-merger funding needs. The parties also discussed SingAuto’s manufacturing capability, intellectual property portfolio, technology platform, competitive positioning, market opportunities, supply-chain relationships, and long-term strategic objectives. In addition, BPAC sought to assess the strength and experience of SingAuto’s management team, the scalability of its business model, the sustainability of its competitive advantages, and its readiness to operate as a U.S.-listed public company, including its corporate governance, financial reporting and compliance capabilities.

Confidentiality Agreement and Preliminary Due Diligence

In January 2026, the parties entered into a mutual confidentiality agreement to facilitate the exchange of non-public information and a non-binding letter of intent, with a proposed merger valuation of $1.5 billion. Thereafter, BPAC and its advisors commenced preliminary business and commercial due diligence. The Company provided access to management presentations, financial information and other diligence materials.

Throughout January and February 2026, BPAC’s management reviewed presentations provided by SingAuto’s senior management team covering:

Valuation Discussions

Beginning in late February 2026, representatives of BPAC and SingAuto engaged in negotiations regarding valuation, transaction structure and post-closing governance arrangements.

The Company initially proposed an equity valuation of approximately $1.5 to 1.6 billion based on its management’s assessment of future growth opportunities, projected revenues, projected unit sales and industry comparables. BPAC expressed concerns regarding execution risks, market conditions and projection feasibility and proposed a lower valuation range.

For FY2027 through FY2033, SINGAUTO’s management prepared projected unit sales on a market-by-market basis, based on estimated addressable markets for refrigerated light- and medium-duty commercial vehicles using a report prepared by Frost & Sullivan and expected growth in cold-chain logistics demand. The projections also assumed annual production capacity of 40,000 units at the Company’s UAE factory, with production ramping up in the second half of FY2028, sufficient chassis and component supply from manufacturing partners, and an overseas selling price starting at $44,500 per unit.

SINGAUTO’s management prepared the original projections in February 2026, before the regional hostilities affecting the UAE began that month, and revised them in late April after monitoring the effects on customer demand, procurement activity and regional operating conditions. The revised projections reduced assumed demand in the adjusted markets to reflect customers’ near-term fleet investment, delayed procurement decisions, and increased operating and logistics risks in the region. In the revised projections, adjusted-market unit sales decreased from 163,074 to 130,459, a decrease of 32,615 units, or 20.0%; total overseas unit sales, decreased from 207,701 to 175,086, a decrease of 32,615 units, or 15.7%. Projected overseas vehicle revenue decreased from $9,232.84 million to $7,787.29 million, a decrease of $1,445.55 million, or 15.7%; projected overseas vehicle gross profit decreased from $1,601.44 million to $1,317.56 million, a decrease of $283.88 million, or 17.7%, while gross margin remained 17%; and projected EBIT decreased from $953.48 million to $788.84 million, a decrease of $164.64 million, or 17.3%. The reduction in projected unit sales lowered the implied valuation under SingAuto’s model and was a significant factor in the parties’ agreement on the final transaction valuation.

Over the course of numerous meetings from February to April 2026, the parties had meetings and shared respective views on financial analyses and comparable company data. In addition, BPAC separately engaged Revere Securities, LLC to provide the BPAC Board with a fairness opinion relating to the valuation of SingAuto.

Ultimately, the parties agreed upon an implied equity value of approximately $1.2 billion, with  the shareholders of SingAuto immediately prior to the closing receiving approximately 120,000,000 shares of the post-combination public company at an implied value of $10.00 per share.

Negotiation of Transaction Structure

From March through April 2026, the parties negotiated the principal terms of the proposed transaction, including:

During these negotiations, the parties, together with their legal counsel, evaluated several alternative transaction structures. The parties ultimately determined that a structure involving the reincorporation of BPAC into the Purchaser, followed by the merger of Merger Sub with and into the Company, would provide an efficient framework for completing the business combination and operating the combined company following closing. Parties also had numerous discussion both in person and through videoconference regarding the documents needed to complete the signing of BCA.

On April 22, 2026, the parties and their respective counsel held a videoconference regarding outstanding due diligence matters and open BCA items. SingAuto provided responses to questions from BPAC management and its board of directors regarding the presentation materials.

On April 27, 2026, counsel to both parties discussed the ancillary documents to the BCA. On the same day, BPAC management reviewed the first draft of the Form 8-K disclosing the anticipated execution of the BCA, BPAC management held a teleconference with counsel regarding outstanding BCA items, including the ownership of certain intellectual property of the Company.

Board Consideration and Approval

Throughout the negotiation process, BPAC’s management updated the BPAC Board regarding the status of discussions with the Company, ongoing due diligence findings and evolving transaction terms.

In late April 2026, the BPAC’s Board reviewed:

The BPAC Board also considered alternative strategic opportunities available to BPAC and the potential consequences of not completing a business combination within the required timeframe.

Following these discussions, the BPAC Board unanimously determined that the proposed transaction was advisable and in the best interests of BPAC and its shareholders.

Similarly, the Company’s board of directors reviewed the proposed transaction, strategic alternatives and related risks and benefits before unanimously approving the transaction.

Execution of the Business Combination Agreement

Following final negotiations among the parties and their advisors, on May 1, 2026, BPAC, the Purchaser, Merger Sub and the Company entered into the Merger Agreement. Under the Merger Agreement, BPAC will merge with and into the Purchaser, and Merger Sub will subsequently merge with and into the Company, with the Company surviving as a wholly owned subsidiary of PubCo. Following the closing, PubCo is expected to become the publicly traded parent company and its ordinary shares are expected to be listed on Nasdaq, subject to satisfaction of applicable closing conditions and regulatory approvals.

Use of the Projections in Connection with the Business Combination

On February 19, 2026, SINGAUTO provided Revere with an initial financial projections prepared by SINGAUTO’s management covering its fiscal years 2026 through 2030 (the “Projections”).

Following the initial delivery of the Projections to Revere, SINGAUTO updated the Projections on two occasions to reflect more recent financial and operating information available to SINGAUTO, as well as discussions and developments occurring during the course of the negotiation process. The final version of the Projections, covering SINGAUTO’s fiscal years 2027 through 2033, was finalized on May 1, 2026. Revere used the successive updated versions of the Projections in connection with its financial analyses. BPAC and the BPAC Board did not independently review or rely on the Projections themselves. Rather, the BPAC Board considered and relied on Revere’s analyses and conclusions, among other factors, in (i) evaluating SINGAUTO’s business, financial condition and prospects, (ii) evaluating and negotiating the terms of the Merger Agreement, including the merger consideration, and (iii) determining that the Business Combination and the merger consideration were advisable and in the best interests of BPAC and its shareholders.

Relationship Between the Projections and the Merger Consideration

The merger consideration of $1.2 billion (or 120,000,000 PubCo ordinary shares at an implied value of $10.00 per share) was negotiated between representatives of BPAC and SINGAUTO during February through April 2026 and was reflected in the Merger Agreement executed on May 1, 2026. In assessing the proposed merger consideration, BPAC considered Revere’s valuation analyses, which were based in material part on the successive versions of the Projections provided by SINGAUTO to Revere. Those analyses took into account, among other things, the enterprise value ranges derived from the projected financial performance of SINGAUTO, SINGAUTO’s estimated net cash of approximately $58 million as of the anticipated closing date, and execution risks, including risks associated with global political instability. Following negotiation and consideration of these factors, the parties agreed upon the $1.2 billion merger consideration.

Use of the Projections by Revere

Revere used the Projections as a principal input in its discounted cash flow, comparable companies and precedent transactions analyses described under “Basis for the BPAC Board’s Recommendation — Fairness Opinion.” As the Projections were revised by SINGAUTO, Revere incorporated the updated information into its analyses. The final Projections, covering fiscal years 2027 through 2033 and finalized on May 1, 2026, were used by Revere in connection with its final valuation analyses.

Revere’s financial analyses formed the basis for its opinion, dated May 1, 2026, that the merger consideration was fair, from a financial point of view, to BPAC’s public shareholders. The BPAC Board relied on Revere’s analyses and fairness opinion, rather than directly on the Projections, in reaching its conclusions regarding the fairness of the merger consideration and the advisability of the Business Combination. See “Basis for the BPAC Board’s Recommendation — Fairness Opinion” beginning on page 73 for a description of the specific assumptions, discount rates and terminal value methodology applied by Revere in its analyses.

BPAC Board’s Reasons for Approval of the Business Combination

The BPAC Board unanimously approved the Merger Agreement, the Business Combination, and all other related transactions.

The BPAC Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated shareholders for the purposes of negotiating the terms of the Merger Agreement and Business Combination transaction and/or prepare a report concerning approval of the Business Combination. The Business Combination is not structured so that the approval of at least a majority of the unaffiliated shareholders of the BPAC is required for consummation of the Business Combination.

The BPAC Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of these factors, the BPAC Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the BPAC Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

In addition to the factors described above, the BPAC Board also considered the structure of the Business Combination, including the form of the transaction and the jurisdictions involved, and the reasons why such structure was appropriate under the circumstances. In evaluating the structure, the BPAC Board considered input from BPAC’s management, legal counsel and tax advisors.

The BPAC Board recognized that the Company’s principal operations, management team and research and development activities are located in Singapore and that the Company is subject to Singapore tax laws and regulatory considerations. Accordingly, the BPAC Board considered that the structure of the Business Combination needed to be designed in a manner that would be tax-efficient from a Singapore tax perspective, preserve the Company’s existing operational footprint and minimize disruption to its ongoing business. The BPAC Board believed that alternative transaction structures that did not appropriately account for Singapore tax considerations could result in adverse tax consequences, increased complexity, or operational inefficiencies following the closing of the Business Combination.

The BPAC Board also considered that the Business Combination structure would permit BPAC’s public shareholders to remain invested on substantially the same economic terms, subject to their redemption rights, while enabling the combined company to become publicly traded without requiring a reorganization of BPAC’s shareholder base. The BPAC Board believed that this structure appropriately balanced the interests of BPAC’s shareholders with the Company’s desire to access the U.S. public capital markets while maintaining its Singapore-based operations.

In addition, the BPAC Board considered that the selected structure would provide flexibility to support the Company’s anticipated future growth, including potential collaborations, financings and strategic transactions, while maintaining compliance with applicable tax, regulatory and corporate governance requirements in Singapore and other relevant jurisdictions. The BPAC Board believed that the structure of the Business Combination was therefore appropriate and in the best interests of BPAC and its shareholders in light of the Company’s business, geographic footprint and long-term strategic objectives.

Basis for the BPAC Board’s Recommendation — Fairness Opinion

BPAC retained Revere Securities LLC (“Revere”) on February 10, 2026 to provide financial analyses in connection with BPAC’s evaluation of the proposed Business Combination and, ultimately, its opinion as to the fairness, from a financial point of view, to the BPAC’s public shareholders regarding the Business Combination. Revere, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The BPAC Board selected Revere to act as its fairness opinion provider in connection with the Business Combination on the basis of Revere’s experience in similar transactions and its reputation in the investment community.

On May 1, 2026, Revere delivered to the BPAC Board a written opinion, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its written opinion (the “Revere Opinion”), (i) the merger consideration to be paid by BPAC is fair, from a financial point of view, to BPAC’s public shareholders and (ii) SINGAUTO has an aggregate fair market value equal to at least eighty percent (80.0%) of the assets held by BPAC in the Trust Account for the benefit of BPAC’s public shareholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account). For purposes of its financial analyses, Revere assumed that the aggregate consideration per the Merger Agreement would have a value equal to $1,200,000,000 at Closing.

The full text of the Revere Opinion to the BPAC Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C hereto and is incorporated by reference herein in its entirety. The following summary of the Revere Opinion is qualified in its entirety by reference to the full text of the Revere Opinion. Revere delivered the Revere Opinion to the BPAC Board for the benefit and use of the BPAC Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Business Combination from a financial point of view. The Revere Opinion also does not address the relative merits of the Business Combination as compared to any alternative business strategies or transactions that might exist for BPAC, or the underlying business decision of BPAC whether to proceed with those business strategies or transactions. In addition, the Revere Opinion does not constitute a recommendation to any shareholder of BPAC as to how such shareholder should vote or act with respect to the Business Combination or any other matter.

In connection with rendering the Revere Opinion, Revere, among other things:

In conducting its review and arriving at its opinion, as contained in the Revere Opinion, Revere did not independently verify any of the foregoing information and Revere assumed and relied upon such information being accurate and complete in all material respects, and Revere further relied upon the assurances of management of SINGAUTO that they are not aware of any facts that would make any of the information reviewed by Revere inaccurate, incomplete or misleading in any material respect. In addition, Revere has not assumed any responsibility for any independent valuation or appraisal of the assets or liabilities, including any ongoing litigation and administrative investigations, if any, of SINGAUTO, nor has Revere been furnished with any such valuation or appraisal. In addition, Revere has not assumed any obligation to conduct, nor has it conducted, any physical inspection of the properties or facilities of SINGAUTO.

With respect to the financial forecasts regarding SINGAUTO, Revere assumed that they were reasonably prepared on the basis reflecting the best currently available estimates and good faith judgment of the management of SINGAUTO as to the future competitive, operating and regulatory environment and related financial performance of SINGAUTO and that the financial projections and the assumptions derived therefrom provided a reasonable basis upon which Revere could form its opinion. Such forecasts and projections were not prepared with the expectation of public disclosure. All such projected financial information was based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projected financial information. Revere relied on this projected information without independent verification or analysis and did not in any respect assume any responsibility for the accuracy or completeness thereof .

The issuance of the Revere Opinion was approved by an authorized internal committee of Revere. The Revere Opinion is necessarily based on economic, market and other conditions as they exist and can be evaluated on, and the information made available to it on, the date thereof. Revere expressed no opinion as to the underlying valuation, future performance or long-term viability of BPAC and its successors. Further, Revere expressed no opinion as to what the value of the BPAC Ordinary Shares actually will be when the Business Combination is consummated or the prices at which BPAC Ordinary Shares will trade at any time. It should be understood that, although subsequent developments may affect the Revere Opinion, Revere does not have any obligation to update, revise or reaffirm it and has expressly disclaimed any responsibility to do so.

The following represents a brief summary of the material financial analyses reviewed by the BPAC Board and performed by Revere in connection with the Revere Opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Revere, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Revere. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Revere. Except as otherwise noted, the following information, to the extent that it is based on market data, is based on market data as it existed on or before the date of the Revere Opinion and is not necessarily indicative of current market conditions.

Financial Analyses

Revere employed various methods to analyze the range of implied equity values of SINGAUTO. For purposes of its financial analyses, Revere analyzed SINGAUTO using two business lines: its commercial electric vehicle business (the “CEV Segment”) and its technology licensing and royalty business (the “Licensing and Royalty Segment”). Such methods included a comparable public company analysis using different comparable companies for each of the CEV Segment and the Licensing and Royalty Segment, and a discounted cash flow analysis with respect to the CEV Segment only.

Comparable Public Company Analysis

To calculate the implied enterprise value of SINGAUTO’s CEV Segment, Revere first obtained the median enterprise value (EV)/ fiscal year 2030E earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples from a total of five (5) comparable public companies, identified by Revere and applied them to SINGAUTO’s projected fiscal year 2030E EBITDA. The public company comparables were selected using the following criteria: (i) companies listed on a major stock exchange in the United States or Europe (ii) has known and positive FY2030E EBITDA projections available from public sources, (iii) operates in the sale or servicing of commercial vehicles, including electric vehicles, or in trucking, fleet operations, cold-chain logistics or refrigerated transportation .

When applying such criteria, Revere was focused on similarity of business model and market sectors rather than the size of the comparable companies as compared to SINGAUTO. It should be noted that there are some differences between the selected companies and the Company, specifically that some have a larger equity values, different rates of sales growth, slightly different EBITDA margins, and different geographical areas of growth. While no individual company is identical to the Company, all the companies selected in the business vertical are those that Revere deemed relevant based on its experience and professional judgment.

FY2030E financial metrics were used because SINGAUTO’s projected FY2027 through FY2029 results reflected an early-stage commercialization and production ramp period, including the expected ramp-up of the UAE assembly facility, transition from procurement to semi-knocked-down assembly, production capacity expansion and sales volume growth across target markets. FY2030E represented the first forecast year in which the CEV Segment was projected to achieve meaningful commercial scale and positive EBITDA contribution. FY2030E was not intended to represent normalized or steady-state performance, and actual results may differ materially from the projections.

The median FY2030E EV/EBITDA multiple for the CEV Segment (of 7.87x) was multiplied by the FY2030E EBITDA contribution of SINGAUTO’s CEV Segment of $159.54 million, to derive an implied enterprise value of $1,255.99 million.

The table below summarizes certain observed historical and projected financial performance and trading multiples of the selected public companies, which were sourced from S&P Capital IQ data as of April 22, 2026.

Commercial EV Segment

To calculate the implied enterprise value of SINGAUTO’s Licensing and Royalty Segment, Revere obtained the median enterprise value (EV) / fiscal year 2030E revenue multiples from a total of five (5) comparable public companies, identified by Revere, and applied them to SINGAUTO’s projected fiscal year 2030E licensing and royalty revenue. The public company comparables were selected using the following criteria: (i) companies listed on a major stock exchange in the United States, China, or Europe; (ii) has meaningful and positive FY2030E revenue estimates available from public sources; and (iii) operations in the supply or licensing of automotive technologies, components, or electronics. Revere combined comparable companies trading on stock exchanges in China and U.S. because Revere was looking for a broad comparable set, and SINGAUTO’s Licensing and Royalty Segment focuses on markets including the PRC.

Revere used an EV/Revenue multiple, rather than an EV/EBITDA multiple, for the Licensing and Royalty Segment because the projected financial information for such segment primarily reflected royalty revenue, including royalty revenue calculated at 22% of Xinshiya Shanghai’s net sales of SINGAUTO products within the PRC under the existing license agreement with Xinshiya Shanghai, and, to the extent assumed in the projections, royalty or licensing revenue from future licensing arrangements. The related costs and expenses were not separately allocable to the Licensing and Royalty Segment. Accordingly, Revere determined that an EV/Revenue multiple was a more appropriate metric for purposes of its comparable public company analysis of the Licensing and Royalty Segment.

The median FY2030E EV/Revenue multiple for the Licensing and Royalty Segment (of 0.73x) was multiplied by the FY2030E revenue contribution of SINGAUTO’s Licensing and Royalty Segment of $254.89 million, to derive an implied enterprise value of $187.15 million.

Revere then added the implied enterprise value of the Commercial Electric Vehicle Segment of $1,255.99 million, as derived from the comparable public company analysis described above, resulting in a sum-of-the-parts implied enterprise value of $1,443.14 million. SINGAUTO’s net cash of $58.58 million, based on management-provided information, was added to the enterprise value to obtain an implied equity value using this analysis of $1,501.72 million.

The table below summarizes certain observed historical and projected financial performance and trading multiples of the selected public companies, which were sourced from S&P Capital IQ data as of April 22, 2026.

Licensing and Royalty Segment

Discounted Cash Flow Analysis

Revere performed a discounted cash flow analysis of SINGAUTO’s CEV Segment by calculating the present value of the estimated unlevered free cash flows that the CEV Segment was forecast to generate during fiscal years 2027 through 2033, based on the financial projections provided by SINGAUTO management and described below. Revere performed the discounted cash flow analysis only with respect to the CEV Segment. The Licensing and Royalty Segment was valued separately using the comparable public company analysis described above.

Some of the key assumptions in its analysis include the following:

Based on the present value of the projected unlevered free cash flows and the present value of the terminal value, Revere’s discounted cash flow analysis indicated an implied enterprise value for the CEV Segment of $772.73 million. Revere then added the implied enterprise value of the Licensing and Royalty Segment of $187.15 million, as derived from the comparable public company analysis described above, resulting in a sum-of-the-parts implied enterprise value of $959.88 million. SINGAUTO’s net cash of $58.58 million, based on management-provided information, was added to the enterprise value to obtain an implied equity value using this analysis of $1,018.46 million.

Miscellaneous

The discussion set forth above is a summary of the material financial analyses presented by Revere to the BPAC Board in connection with the Revere Opinion and is not a comprehensive description of all analyses undertaken by Revere in connection with the Revere Opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Revere believes that its analyses summarized above must be considered as a whole. Revere further believes that selecting portions of its analyses and the factors considered, or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Revere’s analyses and opinion as provided in the Revere Opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

The estimates of the future performance of SINGAUTO in or underlying Revere’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Revere’s analyses. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be Revere’s view of the actual values of the BPAC Ordinary Shares.

Conclusion

The total implied equity values for SINGAUTO indicated by Revere’s analyses ranged from approximately $1,018.46 million to approximately $1,501.72 million. The low end of the range was based on Revere’s discounted cash flow analysis of the CEV Segment and comparable public company analysis of the Licensing and Royalty Segment, and the high end of the range was based on Revere’s comparable public company analysis of both the CEV Segment and the Licensing and Royalty Segment. The merger consideration to be paid by BPAC of $1.2 billion is below the midpoint of the valuation range of Revere’s analyses.

Based on its analysis, as provided in the Revere Opinion, it is Revere’s opinion that (i) the merger consideration to be paid by BPAC is fair, from a financial point of view, to BPAC’s public shareholders and (ii) SINGAUTO has an aggregate fair market value equal to at least eighty percent (80.0%) of the assets held by BPAC in the Trust Account for the benefit of BPAC’s public shareholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account).

The type and amount of consideration payable in the Business Combination was determined through negotiations between BPAC and SINGAUTO and was approved by the BPAC Board. The decision to enter into the Merger Agreement was solely that of the BPAC Board. As described above, the Revere Opinion and the underlying analyses were only one of many factors considered by the BPAC Board in its evaluation of the Business Combination and should not be viewed as determinative of the views of BPAC’s or SINGAUTO’s management with respect to the Business Combination.

Fees and Expenses

As compensation for Revere’s services in connection with the rendering of the Revere Opinion to the BPAC Board, BPAC agreed to pay Revere a fee of $180,000. $90,000 of the fee was paid as a retainer, and the remaining $90,000 was paid upon delivery of the Revere Opinion. BPAC agreed to indemnify Revere against certain liabilities arising out of or in connection with the services rendered. Revere will not receive any other significant payment or compensation contingent upon the successful consummation of the Business Combination. No portion of Revere’s fee is refundable or contingent upon the conclusion reached in the Revere Opinion. There has not been any material relationship that existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of the relationship between Revere, its affiliates, and/or unaffiliated representative; and BPAC and/or their respective affiliates. Neither BPAC nor BPAC’s sponsor provided any instructions to Revere or imposed any limitations on Revere in connection with the preparation of or conclusions made in the Revere Opinion.

Certain Unaudited SINGAUTO Prospective Financial Information

SINGAUTO provided BPAC with its internally prepared forecasts, as described below. These forecasts were prepared by SINGAUTO solely for internal use, including budgeting and other management purposes, are subjective in many respects and are therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or holders. You are cautioned not to rely on the forecasts in making a decision regarding the Business Combination, as the forecasts may be materially different than actual results.

The forecasts are based on information provided to the BPAC Board prior to the meeting at which it approved the Merger Agreement and the Business Combination, and reflect numerous assumptions, including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond SINGAUTO’s control, such as the risks and uncertainties described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus. In developing the projected financial information, numerous significant assumptions were made, in addition to the assumptions described above, with respect to SINGAUTO’s business for the periods covered by the financial projections. SINGAUTO has affirmed to BPAC that the prospective financial information reflects the best currently available estimates and good-faith judgment of SINGAUTO’s management as to the future financial performance of SINGAUTO as of the most recent practicable date. The prospective financial information was based on the following quantitative assumptions that SINGAUTO’s management believed to be material, appropriate and reasonable at the time the financial information was prepared, based on the information SINGAUTO had at that time:

Estimation of Revenue

SINGAUTO is a pre-revenue company and has not commenced commercial sales of its vehicles or generated revenue from vehicle sales or related services. The projected financial information assumes that SINGAUTO will generate revenue primarily from the sale of commercial electric vehicles, including its S1 vehicle, S1 chassis and V1 vehicle, to customers in Asia, Australia and the Middle East, , together with technology licensing and royalty revenue from Xinshiya Shanghai from customers in the PRC and Hong Kong, and, to the extent assumed in the projections, future licensing arrangements.

For the fiscal year ending March 31, 2027, the Company expects to generate approximately $24 million of revenue from its commercial EV segment, derived principally from anticipated sales supported by signed MOUs and customer development activities. These MOUs are generally non-binding and remain subject to definitive agreements, production schedules, and other customary conditions. There can be no assurance that any MOUs will be converted into definitive agreements, binding purchase orders or actual sales, or that any such sales will occur on the timing or terms assumed in the projections.

Because the planned UAE factory is currently targeted for production readiness in the second half of calendar year 2027, subject to construction progress, equipment installation, regulatory approvals, supply-chain readiness and other customary factors, the Company may fulfill part or all of its anticipated FY2027 commercial EV demand through third-party manufacturing, supply or procurement arrangements, including arrangements with PRC-based manufacturers and suppliers. From FY2028 onward, production is expected to be supported by the phased ramp-up of manufacturing and assembly arrangements, including the planned UAE factory and other third-party manufacturing or assembly partners.

The Company’s commercial electric vehicle revenue projections are built from a unit-sales forecast. Unit sales are projected to grow from approximately 500 units in fiscal 2027 to approximately 3,737 units in fiscal 2028, 10,147 units in fiscal 2029, 21,304 units in fiscal 2030, 31,644 units in fiscal 2031, 43,846 units in fiscal 2032 and 44,723 units in fiscal 2033. The projections assume no material repeat-purchase volume within the forecast period, and projected growth is instead attributed primarily to new customer acquisition, expansion into new geographic markets, overall growth in the global new energy commercial vehicle and cold-chain logistics markets, increased market penetration, premium configurations, third-party manufacturing and supply arrangements, and production capacity made available through the phased ramp-up of manufacturing and assembly arrangements.

Product pricing is assumed to remain fixed throughout the forecast period, with no assumed price reductions or promotional discounts. The forecast assumes distribution unit prices of approximately $48,967 for S1 vehicles, $36,588 for S1 chassis and $42,437 for V1 vehicles in the Middle East markets. Incremental value is expected to be delivered through premium configurations and value-added features, including autonomous-driving and intelligent cold-chain systems, rather than through changes in base vehicle pricing. Autonomous-driving configurations are expected to be priced at approximately twice the standard configurations, while the S1 chassis forecast excludes autonomous-driving variants.

In addition to vehicle sales, the Company expects to generate value-added revenue over time from financing and leasing, after-sales parts, charging services, data-related services and intelligent-driving services. The Company also expects to generate technology licensing and royalty revenue under its existing license agreement with Xinshiya Shanghai and, to the extent assumed in the projections, future licensing arrangements. Under the Xinshiya Shanghai license agreement, SingAuto Singapore is entitled to receive a royalty equal to 22% of Xinshiya Shanghai’s net sales from SINGAUTO products within the PRC. The royalty revenue projections assume that royalty revenue will increase as sales of SINGAUTO products by Xinshiya Shanghai within the PRC and, to the extent applicable, sales under future licensing arrangements increase over the forecast period.

Estimation of Cost of Revenue

The Company’s cost of revenue primarily comprises the unit cost of SKD assembly, including battery and non-battery material costs, mold and intelligent-configuration costs, warranty accruals and logistics costs. Management assumes that the unit cost of SKD components will vary by model and configuration, with higher costs for autonomous-driving configurations, while decreasing year over year through cost-reduction initiatives. Warranty costs are assumed to represent approximately 3% to 5% of vehicle revenue, including non-battery warranty accruals and battery warranty costs embedded in the overseas purchase price. Inbound transportation costs are calculated based on the industry-standard loading of three semi-knocked-down vehicles per 40HQ container, with shipments departing from original equipment manufacturers in China and Southeast Asia and arriving in the UAE, and take into account ocean freight, insurance, terminal handling charges, customs clearance, documentation fees and local pickup fees. As a result of the foregoing assumptions, gross margin for the commercial EV segment is projected to improve from approximately 15% in fiscal 2027 to approximately 22% by fiscal 2033.

Estimation of Operating Expense

The Company’s operating expenses comprise selling and marketing expenses, general and administrative expenses and research and development expenses. Marketing expense in FY2027 primarily includes one-time costs associated with the Company’s public listing, and thereafter is expected to focus on core advertising and promotional activities for market expansion. Headcount is expected to grow steadily to support production ramp-up, regional expansion and business development, in line with the Company’s sales and production plan. Research and development expenses are expected to relate primarily to S1/V1 model development, mid-cycle model upgrades and autonomous-driving technology. Management assumes that the marketing expense and R&D expenses, calculated on a per-vehicle basis, are expected to stabilize from FY2028 through FY2033.

Estimation of Capital Expenditures

Capital expenditures in FY2027 and FY2028 relate primarily to construction and initial build-out of the UAE factory and related SKD assembly capacity. From FY2029 onward, capital expenditures are expected to relate primarily to capacity upgrades, tooling, molds and production-line modifications to support projected sales volume growth. Management assumes that the UAE factory’s production capacity will be developed in phases based on capitalized investments and aligned with projected sales volume growth. Because the UAE factory is expected to operate primarily as an SKD assembly facility rather than a full-process manufacturing facility, management expects the required capital expenditures per unit of capacity to be lower than those of a traditional original equipment manufacturer. The Company’s capital-expenditure and working-capital requirements for FY2027 and FY2028 are expected to be funded through a combination of its partnership with the local manufacturer, shareholder funding and new equity investment to be raised in connection with the Company’s planned public listing.

Financial Projections, Commercial EV Segment