BPAC merger with SINGAUTO Inc.
SINGAUTO Inc. (Singapore) — SingAuto is a Cayman-incorporated, Singapore-headquartered (16 Collyer Quay) developer of purpose-built new-energy intelligent refrigerated commercial electric vehicles (CEVs) for cold-chain logistics …Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Announced 1 May 2026.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- Sponsor promote
- 20%
- Exchange ratio
All-stock: 120,000,000 Purchaser Ordinary Shares valued at $10.00 per share ($1,200,000,000); all issued and outstanding SINGAUTO ordinary shares are cancelled and converted into the Merger Consideration.more ▾less ▴
a) The Holder irrevocably agrees that, except pursuant to a Permitted Transfer (as defined below), it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company, until the earlier of (1) (i) with respect to the Lock-up Shares issued to the Sponsor and its Affiliates or designees in exchange of their shares and rights included in the private units of Parent, 30 days after the completion of the Business Combination and (ii) with respect to the other Lock-up Shares, 180 days after the completion of the Business Combination; or (2) the date following the consummation of Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other property (the “ Lock-upmore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: SingAuto Inc.
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
SingAuto is a Cayman-incorporated, Singapore-headquartered (16 Collyer Quay) developer of purpose-built new-energy intelligent refrigerated commercial electric vehicles (CEVs) for cold-chain logistics, operating through subsidiaries in Singapore and the Middle East; its flagship S1 refrigerated truck (S1-Light, S1-Heavy, plus V1 van) has 'completed research, development and testing' and is designed to carry frozen, chilled, fresh and pharmaceutical cargo at different temperatures in one shipment, with a semi-knocked-down (SKD) import/assembly model in the Middle East plus technology/patent licensing. THE COMPANY IS PRE-COMMERCIAL: its own website states the product 'debuted at Abu Dhabi Formula E, tested across multiple cities, commercial launch by 2026', and no SEC filing yet contains any SingAuto financial statements (the F-4 has not been filed as of 2026-08-14), so no actual revenue is evidenced anywhere - against a $1.2bn all-share merger consideration (120,000,000 PubCo shares at $10.00). Founder/Chairman/CEO Yuqiang Liu (self-described serial entrepreneur) will lead PubCo; the company announced over US$50M of new funding (Sep-2025, own site) and a May-2026 strategic alliance with South Korea's PAYTTO for the Korean commercial-vehicle market. SPAC: Blueport Acquisition Ltd (Nasdaq: BPAC), led by CEO William S. Rosenstadt (partner at Ortoli Rosenstadt LLP) and CFO Kulwant Sandher.
The filings show no meaningful actual revenue for the most recent reported period.
SingAuto Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 5 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what SingAuto Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
SingAuto Inc. has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $1.27bn.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Post-dilution equity (net debt unknown).
No meaningful revenue in the most recent reported period.
Not computable — the filings show no meaningful revenue for the most recent reported period.
$1 of their sales costs $2.88 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 0.79× to 4.88×. Their share prices are from 14 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $1.27bn, not the announced $1.2bn — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- XSLL, ULH, ARCB, CJMB, 1211.HK, FFAI, RIVN, EVTS have no revenue to divide by, so they are shown but left out of the peer median.
The 13 listed companies it is measured against, and why
- CARR2.88× revenue
Carrier Global's Transicold unit is the global leader in transport refrigeration - the incumbent technology SingAuto's integrated refrigerated EV aims to displace.
- TT4.88× revenue
Trane Technologies owns Thermo King, the other half of the transport-cold-chain duopoly and the benchmark for refrigerated-transport economics.
- XSLLno revenue multiple
Operational comp: Corporate Financial Services (NEC); shares spac, any, not, revenue, share, has with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- XOS0.79× revenue
Xos is a listed purpose-built commercial EV truck maker (last-mile fleets) showing what early-revenue commercial-EV manufacturers earn and are valued at.
- ULHno revenue multiple
Operational comp: Ground Freight & Logistics (NEC); small-cap ($400m); shares logistics, refrigerated, truck, van, assembly, heavy with the target's own description; forward EV/Sales 0.8x.
- WKHS3.09× revenue
Workhorse Group is a US commercial electric last-mile truck OEM - a cautionary comp for sub-scale commercial EV production economics.
- ARCBno revenue multiple
Operational comp: Ground Freight & Logistics (NEC); small-cap ($1.7bn); shares refrigerated, logistics, van, light, chain, multiple with the target's own description; forward EV/Sales 0.7x.
- GP1.9× revenue
GreenPower Motor assembles purpose-built commercial EVs from imported knock-down kits, closely matching SingAuto's SKD assembly model.
- CJMBno revenue multiple
Operational comp: Ground Freight & Logistics (NEC); micro-cap ($5m); shares temperatures, logistics, frozen, cold, chain, new with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- 1211.HKno revenue multiple
BYD is the dominant new-energy commercial-vehicle OEM (including refrigerated e-trucks) in Asia and the likely supplier-scale competitor; HKD quote so multiples excluded.
- FFAIno revenue multiple
Operational comp: Electric (Alternative) Vehicles; micro-cap ($203m); shares electric, intelligent, alliance, vehicle, vehicles, flagship with the target's own description; forward EV/Sales 7.8x.
- RIVNno revenue multiple
Operational comp: Electric (Alternative) Vehicles; large-cap ($24.4bn); shares vehicle, van, vehicles, electric, truck, commercial with the target's own description; forward EV/Sales 2.8x.
- EVTSno revenue multiple
Operational comp: Electric (Alternative) Vehicles; shares vehicles, electric, commercial, operating, states, company with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.