UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-42947

Blueport Acquisition Ltd

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

366 Madison Ave 3rd Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 489-2110

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, par value of $0.0001 per share	BPAC	The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-sixth (1/6) of one Class A Ordinary Share	BPACR	The Nasdaq Stock Market LLC
Units, each consisting of one Class A Ordinary Share and one Right to receive one-sixth (1/6) of one Class A Ordinary Share	BPACU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

As of May 13, 2026, there were 5,947,250 Class A ordinary shares (inclusive of shares included in outstanding units), and 1,437,500 Class B ordinary shares of the registrant issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 (Audited)	1
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and For the Period from January 13, 2025 (inception) to March 31, 2025	2
	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2026 and For the Period from January 13, 2025 (inception) to December 31, 2025	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and For the Period from January 13, 2025 (inception) to March 31, 2025	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	20
Item 1A.	Risk Factors.	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	20
Item 3.	Defaults Upon Senior Securities.	20
Item 4.	Mine Safety Disclosures.	20
Item 5.	Other Information.	20
Item 6.	Exhibits.	21

	March 31, 2026		December 31,
	(Unaudited)		2025
Assets
Current assets
Cash	$	97,816	$	480,852
Prepaid expenses		112,505		62,511
Total current assets		210,321		543,363

Investments held in Trust Account		58,293,580		57,784,454
Total Assets	$	58,503,901	$	58,327,817

Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	161,166	$	135,256
Total current liabilities		161,166		135,256

Deferred underwriting fee payable		1,150,000		1,150,000
Total Liabilities		1,311,166		1,285,256

Commitments and Contingencies (Note 6)

Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 5,750,000 shares subject to possible redemption		54,772,034		53,340,490

Shareholders’ Equity:
Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 197,250 shares issued and outstanding (excluding 5,750,000 shares subject to possible redemption)		20		20
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 1,437,500 shares issued and outstanding⁽¹⁾		144		144
Addition paid-in capital		2,290,101		3,721,645
Retained earnings (accumulated deficit)		130,436		(19,738	)
Total shareholders’ equity		2,420,701		3,702,071
Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity	$	58,503,901	$	58,327,817

	For the Three Months Ended March 31, 2026			For the Period From January 13 2025 (Inception) Through March 31, 2025
General and administrative expenses	$	358,951		$	9,052
Loss from Operations		(358,951	)		(9,052	)
Other income:
Interest earned on investment held in Trust Account		509,125			-
Income before income tax		150,174			(9,052	)
Net income (loss)	$	150,174		$	(9,052	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		5,750,000			-
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.08		$	-
Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption⁽¹⁾		1,634,750			1,437,500
Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption	$	(0.17	)	$	(0.01	)

	Ordinary shares								Additional			Retained earnings			Total
	Class A				Class B⁽¹⁾				paid-in			(Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		capital			deficit)			equity
Balance – December 31, 2025		197,250	$	20		1,437,500	$	144	$	3,721,645		$	(19,738	)	$	3,702,071
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)		—		—		—		—		(509,125	)		—			(509,125	)
Accretion of carrying value to redemption value		—		—		—		—		(922,419	)		—			(922,419	)
Net income		—		—		—		—		—			150,174			150,174
Balance as of March 31, 2026		197,250	$	20		1,437,500	$	144	$	2,290,101		$	130,436		$	2,420,701

					Additional					Total
	Ordinary Shares				Paid-in		Accumulated			Shareholder’s
	Shares		Amount		Capital		Deficit			Equity
Balance–January 13, 2025 (Inception)		-	$	-	$	-	$	-		$	-
Founder shares issued to the Sponsor⁽¹⁾		1,437,500		144		24,856		-			25,000
Net loss		-		-		-		(9,052	)		(9,052	)
Balance– March 31, 2025		1,437,500	$	144	$	24,856	$	(9,052	)	$	15,948

	For the Three Months ended March 31, 2026			For the Period From January 13 2025 (Inception) Through March 31, 2025
Cash Flows from Operating Activities:
Net income (loss)	$	150,174		$	(9,052	)
Changes in operating assets and liabilities:
Interest income on investments held in Trust Account		(509,125	)		-
Prepaid expenses		(49,994	)		-
Accounts payable and accrued expenses		25,909			-
Net Cash Used in Operating Activities		(383,036	)		(9,052	)

Cash Flows from Financing Activities:
Advances from related party		-			9,052
Net Cash Provided by Financing Activities		-			9,052

Net Change in Cash		(383,036	)		-
Cash, Beginning of the Period		480,852			-
Cash, End of the Period	$	97,816		$	-

Supplemental Disclosure of Cash Flow Information:
Accretion of carrying value to redemption value of Class A redeemable ordinary shares	$	1,431,544		$	-
Deferred offering costs paid by Sponsor under amount due to a related party	$	-		$	99,052
Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares	$	-		$	25,000

	Level 1 —	Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

	Level 2 —	Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

	Level 3 —	Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Gross proceeds	$	57,500,000
Less:
Proceeds allocated to Public Share Rights		(2,415,000	)
Class A ordinary shares issuance costs		(2,332,922	)
Plus: Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)		284,455
Accretion of carrying value to redemption value		303,957
Class A ordinary shares subject to possible redemption, December 31, 2025	$	53,340,490
Plus: Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)		509,125
Accretion of carrying value to redemption value		922,419
Class A ordinary shares subject to possible redemption, March 31, 2026	$	54,772,034

	For the three months ended March 31,			For the Period from January 13, 2025 (inception) to March 31,
	2026			2025
Net income (loss)	$	150,174		$	(9,052	)
Subsequent measurement of ordinary shares subject to redemption (interest earned in Trust Account)		(509,125	)		—
Accretion of carrying value of ordinary shares subject to possible redemption to redemption value		(922,419	)		—
Net loss including accretion of ordinary shares to redemption value	$	(1,281,370	)	$	(9,052	)

	For the three months ended March 31, 2026						For the Period from January 13, 2025 (inception) to March 31, 2025
	Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares			Redeemable Class A Ordinary Shares		Non-redeemable Class A and Class B Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net loss	$	(604,986	)	$	(283,654	)	$	—	$	(9,052	)
Subsequent measurement of ordinary shares subject to redemption (interest earned in Trust Account)		509,125			—			—		—
Accretion of carrying value of ordinary shares subject to possible redemption to redemption value		922,419			—			—		—
Allocation of net income (loss)		433,828			(283,654	)		—		(9,052	)

Denominator:
Basic and diluted weighted average shares outstanding		5,750,000			1,634,750			—		1,437,500
Basic and diluted net income (loss) per ordinary share	$	0.08		$	(0.17	)	$	—	$	(0.01	)

	As of March 31,		Quoted prices in active markets		Significant other observable inputs		Significant other unobservable inputs
	2026		(Level 1)		(Level 2)		(Level 3)
Assets
Investments held in Trust Account	$	58,293,580	$	58,293,580		—		—

*	Filed herewith
**	Furnished herewith

	Blueport Acquisition Ltd

May 13, 2026	By:	/s/ William Rosenstadt
		Name: William Rosenstadt
		Title: Chief Executive Officer (Principal Executive Officer)

May 13, 2026	By:	/s/ Kulwant Sandher
		Name: Kulwant Sandher
		Title: Chief Financial Officer (Principal Financial and Accounting Officer)

	As of December 31,		Quoted prices in active markets		Significant other observable inputs		Significant other unobservable inputs
	2025		(Level 1)		(Level 2)		(Level 3)
Assets
Investments held in Trust Account	$	57,784,454	$	57,784,454		—		—

	For the Three Months Ended March 31		For the Period From January 13, 2025 (Inception) Through March 31
	2026		2025
General and administrative expenses	$	358,951	$	9,052
Interest earned on investments held in Trust Account	$	509,125	$	—

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of May 1, 2026, by and among Blueport Acquisition Ltd, NeoCryo Inc, NeoCryo Merger Sub Ltd and SINGAUTO Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on May 4, 2026)
10.1		Shareholder Support Agreement, dated as of May 1, 2026, by and among Blueport Acquisition Ltd, SINGAUTO Inc. and the shareholders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 4, 2026)
10.2		Sponsor Support Agreement, dated as of May 1, 2026, by and among Blueport Acquisition Ltd, SINGAUTO Inc. and the shareholders party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 4, 2026)
10.3		Form of Lock-up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on May 4, 2026)
10.5		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on May 4, 2026)
31.1*		Certification of the Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SEC Form 10-Q filed by Blueport Acquisition Ltd