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                              June 9, 2023

       Dennis Tam
       Chief Executive Officer
       VinFast Auto Pte. Ltd.
       Dinh Vu     Cat Hai Economic Zone
       Cat Hai Islands, Cat Hai Town, Cat Hai District
       Hai Phong City, Vietnam

                                                        Re: VinFast Auto Pte.
Ltd.
                                                            Draft Registration
Statement on Form F-4
                                                            Submitted May 15,
2023
                                                            CIK No. 0001913510

       Dear Dennis Tam:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-4, filed May 15, 2023

       Industry and Market Data, page iii

   1.                                                   We note your disclosure
that you obtained some of the market and industry data included
                                                        in the registration
statement from various third-party sources and that you have not
                                                        independently verified
the accuracy or completeness of the information. This statement
                                                        appears to imply a
disclaimer of responsibility for this information in the registration
                                                        statement. Please
either revise this section to remove such implication or specifically state
                                                        that you are liable for
all information in the registration statement.
 Dennis Tam
FirstName  LastNameDennis Tam
VinFast Auto  Pte. Ltd.
Comapany
June 9, 2023NameVinFast Auto Pte. Ltd.
June 9,
Page 2 2023 Page 2
FirstName LastName
Summary, page 1

2.       Please revise this section to describe the expected sources and use of
funds in connection
         with the business combination.
Anticipated Accounting Treatment, page 14

3.       You disclosed that the exchange of BSAQ Ordinary Shares held by Black
Spade
         Shareholders for VinFast ordinary shares will be accounted for as a
recapitalization in
         accordance with U.S. GAAP. Please revise your disclosure here and on
page 107 to (i)
         briefly explain how you determined that the transaction should be
accounted for as a
         recapitalization, (ii) to identify the accounting acquirer and
acquiree and the factors you
         considered in determining each, and (iii) to describe the accounting
that results from a
         recapitalization (i.e., no goodwill or other intangible assets
recorded). Please
         also describe how you will record the transfer of assets regarding the
merger of BSAQ
         with the wholly owned subsidiary of VinFast.
Historical Selected Consolidated Financial Data of VinFast, page 20

4.       Please revise the title to the columns of the Consolidated Balance
Sheet Data table to
         correctly identify the second column as data as of December 31, 2022.
Risk Factors, page 23

5.       Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
         shareholders, including beneficial owners, regarding when the warrants
become eligible
         for redemption.
6.       We note your disclosure that you rely on critical suppliers for the
materials necessary for
         your operations. If material, please revise to disclose any
disruptions you have
         experienced due to such reliance.
7.       We note your disclosure on page 299 regarding an exclusive forum
provision. Please
         revise to disclosure whether your forum selection provision applies to
actions arising
         under the Securities Act. If so, please include risk factor disclosure
stating that there is
         uncertainty as to whether a court would enforce such provisions and
that investors cannot
         waive compliance with the federal securities laws and the rules and
regulations
         thereunder. If this provision does not apply to actions arising under
the Securities Act,
         please also ensure that the exclusive forum provision any governing
documents states this
         clearly, or tell us how you will inform investors in future filings
that the provision does
         not apply to any actions arising under the Securities Act.
 Dennis Tam
FirstName  LastNameDennis Tam
VinFast Auto  Pte. Ltd.
Comapany
June 9, 2023NameVinFast Auto Pte. Ltd.
June 9,
Page 3 2023 Page 3
FirstName LastName
8.       Please continue to update the risk factor on pages 29-30 with any
information regarding
         current recalls. For instance, we note the VF 8 City Edition was
voluntarily recalled in
         May 2023.
Purchases of BSAQ Ordinary Shares, page 91

9.       We note your disclosure that the Sponsor may purchase shares from
institutional and other
         investors who vote, or indicate an intention to vote, against the
Business Combination
         Proposal or to provide them with an incentive to acquire such shares,
or purchase shares
         from those who indicate an intention to redeem. Please provide your
analysis on how
         such purchases would comply with Rule 14e-5.
Background of the Business Combination, page 94

10.      Please clarify the basis for the valuation of $23 billion. Please
revise to disclose all
         material factors that the Black Spade board relied upon in agreeing to
the current
         valuation.
VinFast's Business, page 154

11.      We note that you are "exploring potential partnerships with
distribution agents, dealers
         and service partners." If you enter into any partnerships, please
disclose in future filings
         the material terms to those agreements, including the duration of the
underlying
         agreements and the respective rights and obligations of each party. To
the extent the
         agreements are material, please file the agreements as exhibits to the
registration
         statement.
VinFast's Management's Discussion and Analysis of Financial Condition and
Results of
Operation, page 212

12.      Please discuss whether supply chain disruptions materially affect your
outlook or business
         goals. Specify whether challenges have materially impacted your
results of operations or
         capital resources and quantify, to the extent possible, how your
sales, profits, and/or
         liquidity have been impacted. Discuss known trends or uncertainties
resulting from
         mitigation efforts undertaken, if any. Explain whether any mitigation
efforts introduce
         new material risks, including those related to product quality,
reliability, or regulatory
         approval of products.
Unaudited Pro Forma Condensed Combined Financial Information
General , page 241

13.      We note your disclosure of earnout shares issuable to Vinfast
shareholders,
         management and employees post-closing throughout the filing. Please
address the
         following:

                Expand your disclosures here and elsewhere to more fully
describe how you will
 Dennis Tam
VinFast Auto Pte. Ltd.
June 9, 2023
Page 4
              account for these earnout shares, including any material
assumptions and estimates
              you will use in your accounting.
                Provide an estimate of the range of outcomes (undiscounted) or,
if a range cannot be
              estimated, disclose that fact and explain why, consistent with
Rule 11-02(a)(11)(ii) of
              Regulation S-X.
                Tell us what consideration you gave to including the impact of
these earnouts in your
              pro forma financial information.
                Explain to us how you considered the guidance in ASC 718 or ASC
815-40 in
              determining your accounting.
Ownership, page 243

14.      Revise your disclosures here and throughout the filing to show the
potential impact of
         redemptions on the per share value of the shares owned by
non-redeeming shareholders by
         including a sensitivity analysis showing a range of redemption
scenarios, including
         minimum, mid-point and maximum redemption levels.

Management of VinFast Following the Business Combination, page 253

15.      With respect to each person who will serve as a director or an
executive officer of the
         Combined Company, please revise to provide the compensation
information required by
         Item 402 of Regulation S-K.
16.      Please describe the business experience of each director and officer
during the past five
         years. Refer to Item 401(e)(1) of Regulation S-K.
Exhibits

17.    We note you filed a "Form of Employment Agreement" as Exhibit 10.27.
Please either file
FirstName LastNameDennis Tam
       each individual employment agreement you have with your employees,
rather than the
Comapany
       FormNameVinFast   Auto
             of Employment     Pte. Ltd. or expand the discussion on page 259
to add
                             Agreement,
June 9,descriptions
        2023 Page 4of each of the employment agreements.
FirstName LastName
 Dennis Tam
FirstName  LastNameDennis Tam
VinFast Auto  Pte. Ltd.
Comapany
June 9, 2023NameVinFast Auto Pte. Ltd.
June 9,
Page 5 2023 Page 5
FirstName LastName
General

18.      Please disclose whether and how your business segments, products,
lines of service,
         projects, or operations are materially impacted by supply chain
disruptions, especially in
         light of Russia's invasion of Ukraine. For example, discuss whether
you have or expect
         to:
             Suspend the production, purchase, sale or maintenance of certain
items due to a lack
              of raw materials, parts, of equipment; inventory shortages;
closed factories or stores;
              reduced headcount; or delayed projects;
             Experience labor shortages that impact your business;
             Experience cybersecurity attacks in your supply chain;
             Experience higher costs due to constrained capacity or increased
commodity prices or
              challenges sourcing materials (e.g., nickel, palladium, neon,
cobalt, iron, platinum or
              other raw material sourced from Russia, Belarus, or Ukraine or
lithium, nickel,
              manganese, beryllium, copper, gold or other raw material sourced
from Western
              China);
             Experience surges or declines in consumer demand for which you are
unable to
              adequately adjust your supply; or
             Be unable to supply products due to export restrictions,
sanctions, tariffs, trade
              barriers, or political or trade tensions among countries.
         Explain whether and how you have undertaken efforts to mitigate the
impact and where
         possible quantify the impact to your business.
19.      Please tell us whether the sponsor will receive additional securities
pursuant to an anti-
         dilution adjustment based on the company's additional financing
activities. Please
         quantify the number and value of securities the sponsor will receive.
In addition, disclose
         the ownership percentages in the company before and after the
additional financing to
         highlight dilution to public stockholders.
20.      Please disclose the sponsor and its affiliates' total potential
ownership interest in the
         combined company, assuming exercise and conversion of all securities.
21.      Please revise the conflicts of interest discussion so that it
highlights all material interests
         in the transaction held by the sponsor and the company's officers and
directors. This
         could include fiduciary or contractual obligations to other entities
as well as nay interest
         in, or affiliation with, the target company. In addition, please
clarify how the board
         considered those conflicts in negotiating and recommending the
business combination.
22.      Please expand your disclosure regarding the sponsor's ownership
interest in the target
         company. Disclose the approximate dollar value of the interest based
on the transaction
         value and recent trading prices as compared to the price paid.
23.      Revise your disclosure to show the potential impact of redemptions on
the per share value
         of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
         showing a range of redemption scenarios, including minimum, maximum
and interim
         redemptions levels.
 Dennis Tam
FirstName  LastNameDennis Tam
VinFast Auto  Pte. Ltd.
Comapany
June 9, 2023NameVinFast Auto Pte. Ltd.
June 9,
Page 6 2023 Page 6
FirstName LastName
24.      We note that certain shareholders agreed to waive their redemption
rights. Please describe
         any consideration provided in exchange for this agreement.
25.      Please revise to disclose all possible sources and extent of dilution
that shareholders who
         elect not to redeem their shares may experience in connection with the
business
         combination. Provide disclosure of the impact of each significant
source of dilution,
         including the amount of equity held by founders, convertible
securities, including warrants
         retained by redeeming shareholders, at each of the redemption levels
detailed in your
         sensitivity analysis, including any needed assumptions.
26.      Quantify the value of warrants, based on recent trading prices, that
may be retained by
         redeeming stockholders assuming maximum redemptions and identify any
material
         resulting risks.
27.      It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
28.      With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
         entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
         substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination with a U.S. target company
should the
         transaction be subject to review by a U.S. government entity, such as
the Committee on
         Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
         disclose that the time necessary for government review of the
transaction or a decision to
         prohibit the transaction could prevent you from completing an initial
business
         combination and require you to liquidate. Disclose the consequences of
liquidation to
         investors, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and the warrants, which would
expire worthless.
29.      We understand that CitiGroup Global Markets ("CitiGroup"), the lead
underwriter in your
         SPAC IPO, has waived a portion of the deferred underwriting
commissions that would
         otherwise be due to it upon the closing of the business combination.
Please disclose how
         this waiver was obtained, why the waiver was agreed to, and clarify
the SPAC's current
         relationship with CitiGroup. Revise your pro forma financial
information and relevant
         disclosure referring to the payment of deferred underwriting
commissions.
30.      Please describe what relationship existed between CitiGroup and Black
Spade Acquisition
         after the close of the IPO, including any financial or merger-related
advisory services
         conducted by CitiGroup. For example, clarify whether CitiGroup had any
role in the
         identification or evaluation of business combination targets.
 Dennis Tam
VinFast Auto Pte. Ltd.
June 9, 2023
Page 7
31.      Please tell us whether you are aware of any disagreements with
CitiGroup regarding the
         disclosure in your registration statement. Further, please add risk
factor disclosure that
         clarifies that CitiGroup was to be compensated, in part, on a deferred
basis for its
         underwriting services in connection with the SPAC IPO and such
services have already
         been rendered, yet CitiGroup is waiving such fees and disclaiming
responsibility for the
         Form F-4 registration statement. Clarify the unusual nature of such a
fee waiver and the
         impact of it on the evaluation of the business combination.
32.      Disclose whether CitiGroup provided you with any reasons for the fee
waiver. If there was
         no dialogue and you did not seek out the reasons why CitiGroup was
waiving deferred
         fees, despite already completing their services, please indicate so in
your registration
         statement. Further, revise the risk factor disclosure to explicitly
clarify that CitiGroup has
         performed all their obligations to obtain the fee and therefore is
gratuitously waiving the
         right to be compensated.
33.      Please disclose any fees paid or due to JonesTrading in connection
with its role as a
         financial advisor to Black Spade and any fees paid to J.S. Held LLC
for its role as
         investigative researcher to Black Spade.
       You may contact Ernest Greene at 202-551-3733 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any
other questions.



FirstName LastNameDennis Tam                                    Sincerely,
Comapany NameVinFast Auto Pte. Ltd.
                                                                Division of
Corporation Finance
June 9, 2023 Page 7                                             Office of
Manufacturing
FirstName LastName