0000950103-23-012005.txt : 20230814 0000950103-23-012005.hdr.sgml : 20230814 20230814181015 ACCESSION NUMBER: 0000950103-23-012005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230814 FILED AS OF DATE: 20230814 DATE AS OF CHANGE: 20230814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Black Spade Sponsor LLC CENTRAL INDEX KEY: 0001855103 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40616 FILM NUMBER: 231172473 BUSINESS ADDRESS: STREET 1: SUITE 2902, 29/F, THE CENTRIUM STREET 2: 60 WYNDHAM STREET, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 3955 1316 MAIL ADDRESS: STREET 1: SUITE 2902, 29/F, THE CENTRIUM STREET 2: 60 WYNDHAM STREET, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Black Spade Acquisition Co CENTRAL INDEX KEY: 0001851908 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SUITE 2902, 29/F, THE CENTRIUM STREET 2: 60 WYNDHAM STREET, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 3955 1316 MAIL ADDRESS: STREET 1: SUITE 2902, 29/F, THE CENTRIUM STREET 2: 60 WYNDHAM STREET, CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 4 1 dp198450_4-bss.xml FORM 4 X0508 4 2023-08-14 1 0001851908 Black Spade Acquisition Co BSAQU 0001855103 Black Spade Sponsor LLC SUITE 2902, 29/F, THE CENTRIUM 60 WYNDHAM STREET, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0 Class B Ordinary Shares 2023-08-14 4 D 0 3294274 D Class A Ordinary Shares 3294274 0 D Private Placement Warrants 2023-08-14 4 D 0 6380000 D Class A Ordinary Shares 6380000 0 D The reporting person disposed of all Class B ordinary shares upon the consummation of the Issuer's initial business combination on August 14, 2023 (the "Initial Business Combination"), which were automatically exchanged into corresponding ordinary shares of VinFast Auto Ltd ("VinFast"). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share. As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-257517) filed with the Securities and Exchange Commission on July 12, 2021 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by Black Spade Sponsor LLC (the "Sponsor") or its permitted transferees, (i) will not be redeemable by the Issuer except when under certain circumstances as described in the Registration Statement, (cont.) (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. (cont.) In addition, the Sponsor has made a commitment under a support and lock-up agreement and deed (the "Sponsor Support Agreement") entered into among the Issuer, Vinfast, the Sponsor and certain other holders of Class B ordinary shares, dated May 12, 2023, that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) to subscribe for and acquire, VinFast ordinary shares at a purchase price of $10 per share in an amount up to (i) $30,000,000 minus (ii) the funds contained in the Issuer's trust account that holds the proceeds from the IPO (after giving effect to the Issuer's shareholder redemption). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share. As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-257517) filed with the Securities and Exchange Commission on July 12, 2021 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by Black Spade Sponsor LLC (the "Sponsor") or its permitted transferees, (i) will not be redeemable by the Issuer except when under certain circumstances as described in the Registration Statement, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), (cont.) subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. In addition, the Sponsor has made a commitment under a support and lock-up agreement and deed (the "Sponsor Support Agreement") entered into among the Issuer, Vinfast, the Sponsor and certain other holders of Class B ordinary shares, dated May 12, 2023, that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) to subscribe for and acquire, VinFast ordinary shares at a purchase price of $10 per share in an amount up to (i) $30,000,000 minus (ii) the funds contained in the Issuer's trust account that holds the proceeds from the IPO (after giving effect to the Issuer's shareholder redemption). The reporting person disposed of all Private Placement Warrants upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged into corresponding warrants exercisable for ordinary shares of VinFast. The reporting person is the record holder of the ordinary shares reported herein. There are three managers of the reporting person. Each manager has one vote, and the approval of two of the three managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting person, even those in which he directly holds a pecuniary interest. Accordingly, none of them are deemed to have or share beneficial ownership of the reported securities. /s/ Black Spade Sponsor LLC, By: /s/ Chi Wai Dennis Tam, as authorized signatory 2023-08-14