424B3 1 d398992d424b3.htm 424B3 424B3
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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-272663


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PROXY STATEMENT/PROSPECTUS

 

VINFAST AUTO

PTE. LTD.*

  

BLACK SPADE

ACQUISITION CO

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS

OF

BLACK SPADE ACQUISITION CO

(A CAYMAN ISLANDS EXEMPTED COMPANY)

 

 

PROSPECTUS FOR UP TO 6,974,285 ORDINARY SHARES,

14,829,991 WARRANTS,

AND 14,829,991 ORDINARY SHARES UNDERLYING WARRANTS

OF

LOGO

The board of directors of Black Spade Acquisition Co, a Cayman Islands exempted company (“Black Spade” or “BSAQ”), has unanimously approved the business combination agreement, dated as of May 12, 2023, by and among Black Spade, VinFast Auto Pte. Ltd., a Singapore private limited company (the “Company” or “VinFast”) and Nuevo Tech Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Merger Sub”) (the “Original Business Combination Agreement”) as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023 (the “First Amendment to Business Combination Agreement” and, together with the Original Business Combination Agreement and as may be further amended, supplemented or restated from time to time, the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Black Spade, with Black Spade surviving the merger (the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”), Black Spade will become a wholly owned subsidiary of VinFast, with the securityholders of Black Spade becoming securityholders of VinFast.

Pursuant to the Business Combination Agreement, among other things, immediately prior to the effective time of the Merger (the “Effective Time”), (i) the amended and restated constitution of VinFast (“Constitution”) will be adopted and become effective, and (ii) VinFast will effect a share consolidation or subdivision such that each ordinary share in the capital of VinFast, as of immediately prior to the Recapitalization (as defined below) (collectively, the “Pre-Recapitalization VinFast Shares”) immediately prior to the Effective Time, will be consolidated or divided into a number of shares equal to the Adjustment Factor (as defined below) (items (i) through (ii), the “Recapitalization”). The “Adjustment Factor” is a number resulting from dividing the Per Share VinFast Equity Value by $10.00. The “Per Share VinFast Equity Value” is obtained by dividing (i) the equity value of VinFast (being $23,000,000,000) by (ii) the aggregate number of Pre-Recapitalization VinFast Shares that are issued and outstanding immediately prior to the Recapitalization. Upon the Recapitalization, each ordinary share in the capital of VinFast, as of immediately after the Recapitalization (the “VinFast ordinary share”) will have a value of $10.00.

Pursuant to the Business Combination Agreement, immediately before the Effective Time, each issued and outstanding unit issued in Black Spade’s Initial Public Offering (each, a “Unit”), consisting of one BSAQ Class A Ordinary Share and one-half of one Public Warrant, will be automatically separated and the holder thereof will be deemed to hold one BSAQ Class A Ordinary Share and one-half of one Public Warrant (the “Unit Separation”). No fractional Public Warrants will be issued in connection with such Unit Separation such that if a holder of such Units would be entitled to receive a fractional Public Warrant upon such Unit Separation, the number of Public Warrants to be issued to such holder upon such Unit Separation will be rounded down to the nearest whole number of Public Warrants and no cash will be paid in lieu of such fractional Public Warrants. Pursuant to the Business Combination Agreement, at the Effective Time and as a result of the Business Combination, (i) each Class B ordinary share of Black Spade, par value $0.0001 per share (“BSAQ Class B Ordinary Share”) that is issued and outstanding immediately prior to the Effective Time will be converted into one VinFast ordinary share; (ii) each Class A


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ordinary share of Black Spade, par value $0.0001 per share (“BSAQ Class A Ordinary Shares”) that is issued and outstanding immediately prior to the Effective Time (other than such BSAQ Class A Ordinary Shares that are treasury shares, validly redeemed shares, or BSAQ Dissenting Shares (as defined below)) will be converted into one VinFast ordinary share, and (iii) each issued and outstanding BSAQ Class A Ordinary Share that is held by any person who has validly exercised and not effectively withdrawn or lost their right to dissent from the Merger in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands (“BSAQ Dissenting Share”) will be cancelled and carry no right other than the right to receive the payment of the fair value of such BSAQ Dissenting Share determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands.

At the Closing, VinFast, Black Spade and Continental Stock Transfer & Trust Company (“Continental”) will enter into an assignment, assumption, amendment agreement (the “Warrant Assumption Agreement”), pursuant to which, among other things, effective as of the Effective Time, VinFast will assume the obligations of BSAQ under that certain warrant agreement, dated July 15, 2021, by and between Black Spade and Continental (the “Existing Warrant Agreement”) to VinFast. Pursuant to the Business Combination Agreement and the Warrant Assumption Agreement, each issued and outstanding warrant of Black Spade sold to the public and to Black Spade Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands (“Sponsor”), in a private placement in connection with Black Spade’s Initial Public Offering will be exchanged for a corresponding warrant exercisable for VinFast ordinary shares (“VinFast warrants”).

This proxy statement/prospectus covers the VinFast ordinary shares and VinFast warrants issuable to certain securityholders of Black Spade as described above. Accordingly, we are registering up to an aggregate of 6,974,285 VinFast ordinary shares, 14,829,991 VinFast warrants, and 14,829,991 VinFast ordinary shares issuable upon the exercise of the VinFast warrants. Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Meeting of Black Spade Shareholders scheduled to be held on August 10, 2023 in virtual format.

Black Spade’s Class A ordinary shares, warrants and units are publicly traded on the NYSE American LLC (the “NYSE American”) under the symbols “BSAQ,” “BSAQWS” and “BSAQU,” respectively. Although VinFast 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, VinFast will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It is a condition of the consummation of the Transactions that the VinFast ordinary shares and VinFast warrants are approved for listing on The Nasdaq Stock Market (“Nasdaq”), New York Stock Exchange (“NYSE”) or NYSE American (“Qualified Stock Exchange”) (subject only to official notice of issuance thereof and round lot holder requirements). VinFast intends to apply for listing of the VinFast ordinary shares and VinFast warrants on a Qualified Stock Exchange under the proposed symbols, “VFS” and “VFSWW,” respectively, to be effective at the consummation of the Business Combination. While trading on a Qualified Stock Exchange is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that VinFast’s securities will be listed on a Qualified Stock Exchange or that a viable and active trading market will develop.

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

VinFast 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, VinFast’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, VinFast 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 Black Spade Shareholders with detailed information about the Business Combination and other matters to be considered at the Meeting of Black Spade 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 25 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

* VinFast is currently a Singapore private limited company operating under the name “VinFast Auto Pte. Ltd.” Prior to the Effective Time (as defined herein), VinFast will convert to a Singapore public limited company. Upon such conversion, VinFast will be known as VinFast Auto Ltd.

This proxy statement/prospectus is dated July 28, 2023, and is first being mailed to Black Spade Shareholders on or about July 28, 2023.


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Notice of Extraordinary General Meeting of Shareholders of Black Spade Acquisition Co

To Be Held on August 10, 2023

TO THE SHAREHOLDERS OF BLACK SPADE ACQUISITION CO:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Black Spade Acquisition Co (“Black Spade”), a Cayman Islands exempted company, will be held at 9:00 a.m. Eastern Time, on August 10, 2023 and on such other time and date and at such other place to which the meeting may be adjourned (the “Meeting”). The Meeting will be a virtual meeting via live webcast. You are cordially invited to attend and participate in the Meeting online by visiting https://www.cstproxy.com/blackspadeacquisition/egm2023 and entering the control number on your proxy card. For the purposes of the second amended and restated memorandum and articles of association of Black Spade adopted by special resolution dated July 13, 2023 (as amended and/or restated from time to time, the “Black Spade’s Articles”), the physical location of the Meeting shall be at the office of Davis Polk & Wardwell LLP located at The Hong Kong Club Building, 3A Chater Road, Hong Kong. The Meeting will be held for the following purposes:

 

1.

Proposal No. 1—The Business Combination Proposal—to consider and vote upon a proposal to ratify, approve and adopt by way of ordinary resolution the Business Combination Agreement, dated as of May 12, 2023, by and among Black Spade, VinFast Auto Pte. Ltd., a Singapore private limited company (the “Company” or “VinFast”) and Nuevo Tech Limited, a Cayman Islands exempted company and wholly owned subsidiary of VinFast (“Merger Sub”), as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023 (the “First Amendment to Business Combination Agreement”) and as may be further amended, supplemented or restated from time to time, by and among Black Spade, VinFast and Merger Sub (together, the “Business Combination Agreement”), and the transactions contemplated therein (the “ Transactions”), including the merger whereby Merger Sub will merge with and into Black Spade, with Black Spade surviving the merger as a wholly owned subsidiary of VinFast and the securityholders of Black Spade becoming securityholders of VinFast (the “Business Combination”) (the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement). The full text of the resolution to be voted on at the Meeting is as follows:

“Resolution 1:

RESOLVED, as an ordinary resolution, that Black Spade Acquisition Co’s (“Black Spade”) entry into the Business Combination Agreement dated as of May 12, 2023, by and among Black Spade, VinFast Auto Pte. Ltd. (“VinFast”) and Nuevo Tech Limited (“Merger Sub”), as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023 and as may be further amended, supplemented or restated from time to time (the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Black Spade, with Black Spade surviving the merger as a wholly owned subsidiary of VinFast, in accordance with the terms and subject to the conditions of the Business Combination Agreement, and the transactions contemplated by the Business Combination Agreement each be authorized, approved, ratified and confirmed in all respects.”;

 

2.

Proposal No. 2—The Merger Proposal—to consider and vote upon a proposal to authorize and approve by way of special resolution the Plan of Merger made in accordance with the provisions of Section 233 of the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) and the Business Combination (the “Merger Proposal”). A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B. The full text of the resolution to be voted on at the Meeting is as follows:

“Resolution 2:

RESOLVED, as a special resolution, that:

 

  (a)

the Plan of Merger, by and among Black Spade Acquisition Co (“Black Spade”), Nuevo Tech Limited (“Merger Sub”) and VinFast Auto Pte. Ltd. (“VinFast”), substantially in the form attached to the accompanying proxy statement/prospectus as Annex B (the “Plan of Merger”), be authorized and approved in all respects;


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  (b)

Black Spade be authorized to merge with Merger Sub (the “Business Combination”) so that Black Spade be the surviving company (surviving the Business Combination as a wholly owned subsidiary of VinFast, in accordance with the terms and subject to the conditions of the Business Combination Agreement and Plan of Merger) and all the undertaking, property and liabilities of Merger Sub shall vest in Black Spade by virtue of the Business Combination pursuant to the provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”);

 

  (c)

Black Spade be authorized to enter into the Plan of Merger;

 

  (d)

there being no holders of any outstanding security interest granted by Black Spade immediately prior to the Merger Effective Time (as defined in the Plan of Merger), the Plan of Merger be executed by any one director on behalf of Black Spade and any director or delegate or agent thereof be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands;

 

  (e)

as at the Merger Effective Time, the memorandum and articles of association of Black Spade will be in the form of the memorandum and articles of association of Black Spade in effect immediately before the Merger Effective Time; and

 

  (f)

all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these Resolutions by any director or officer of Black Spade in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.”;

 

3.

Proposal No. 3—The Adjournment Proposal—to consider and vote upon a proposal by way of ordinary resolution to adjourn the Meeting to a later date or dates to be determined by the chairman of the Meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more of the Business Combination Proposal and the Merger Proposal, or if holders of Class A ordinary shares of Black Spade (the “BSAQ Class A Ordinary Shares”) have elected to redeem an amount of BSAQ Class A Ordinary Shares such that Black Spade would have less than $5,000,001 of net tangible assets (the “Adjournment Proposal”). The full text of the resolution to be voted on at the Meeting is as follows:

“Resolution 3:

RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more other proposals at the extraordinary general meeting, or if holders of Class A ordinary shares of Black Spade (the “BSAQ Class A Ordinary Shares”) have elected to redeem an amount of BSAQ Class A Ordinary Shares such that Black Spade would have less than $5,000,001 of net tangible assets, be and is hereby approved.”

We also will transact any other business as may properly come before the Meeting or any adjournment thereof.

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the Meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS TITLED “RISK FACTORS.”

Only holders of record of BSAQ Class A Ordinary Shares and Class B ordinary shares of Black Spade, par value $0.0001 per share (the “BSAQ Class B Ordinary Shares,” and, together with the BSAQ Class A Ordinary Shares, the “BSAQ Ordinary Shares”) at the close of business on July 18, 2023 (the “Record Date”) are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments of the Meeting.


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After careful consideration, the board of directors of Black Spade (“Black Spade’s Board of Directors”) has determined that each of the proposals listed is fair to, advisable for and in the best interests of Black Spade and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of Black Spade’s Board of Directors, you should keep in mind that Black Spade’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a shareholder of Black Spade. See the section titled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

Each of the Business Combination Proposal and the Merger Proposal is conditioned on the approval of each other. The Closing is conditioned on, among other things, the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

All shareholders of Black Spade (“Black Spade Shareholders”) of record at the close of business on the Record Date are cordially invited to attend the Meeting, which will be held virtually over the Internet at https://www.cstproxy.com/blackspadeacquisition/egm2023. To ensure your representation at the Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and, in any event, so as to be received by Black Spade no later than at 9:00 a.m. Eastern Time, on August 8, 2023, being 48 hours before the time appointed for the holding of the Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting) or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. If you are a holder of record of BSAQ Ordinary Shares at the close of business on the Record Date, you may also cast your vote at the Meeting by visiting https://www.cstproxy.com/blackspadeacquisition/egm2023 and entering the meeting control number found on your proxy card. If you hold your BSAQ Ordinary Shares in “street name,” which means your shares are held in an account at a brokerage firm or bank, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend and cast your vote at the Meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Meeting. Holders should contact their broker or bank for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Meeting virtually. You will receive an e-mail prior to the Meeting with a link and instructions for entering the Meeting.

A complete list of Black Spade Shareholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at the principal executive offices of Black Spade for inspection by shareholders during business hours for any purpose germane to the Meeting.

Voting on all resolutions at the Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of BSAQ Ordinary Shares registered in each shareholder’s name which are voted, with each BSAQ Ordinary Share carrying one vote. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of shareholders holding a majority of the BSAQ Ordinary Shares, which, being so entitled, are voted on such resolutions in person or by proxy at the Meeting, at which a quorum is present. The approval of the Merger Proposal requires a special resolution, being the affirmative vote of shareholders holding at least two-thirds of the BSAQ Ordinary Shares which, being so entitled, are voted on such resolution in person or by proxy at the Meeting at which a quorum is present.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting virtually or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and, in any event, so as to be received by Black Spade no later than at 9:00 a.m. Eastern Time, on August 8, 2023, being 48 hours before the time appointed for


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the holding of the Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting), or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. Submitting a proxy now will NOT prevent you from being able to attend and vote online at the Meeting. If your shares are held in street name or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly voted and counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Chi Wai Dennis Tam

Co-Chief Executive Officer and

Chairman of the Board of Directors

July 28, 2023

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL HOLDERS (THE “PUBLIC SHAREHOLDERS”) OF SHARES OF CLASS A ORDINARY SHARES ISSUED IN BLACK SPADE’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST ANY PROPOSAL DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, OR TO VOTE ON ANY PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS.

TO EXERCISE REDEMPTION RIGHTS, PUBLIC SHAREHOLDERS MUST TENDER THEIR PUBLIC SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, BLACK SPADE’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE MEETING. YOU MAY TENDER YOUR PUBLIC SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF BLACK SPADE SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.


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TABLE OF CONTENTS

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     ii  

INDUSTRY AND MARKET DATA

     iii  

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

     iv  

SELECTED DEFINITIONS

     vi  

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

     x  

SUMMARY

     1  

SELECTED HISTORICAL FINANCIAL DATA OF BLACK SPADE

     19  

SELECTED HISTORICAL FINANCIAL DATA OF VINFAST

     21  

MARKET PRICE AND DIVIDEND INFORMATION

     24  

RISK FACTORS

     25  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     89  

EXTRAORDINARY GENERAL MEETING OF BLACK SPADE SHAREHOLDERS

     92  

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

     101  

PROPOSAL NO. 2—THE MERGER PROPOSAL

     121  

PROPOSAL NO. 3—THE ADJOURNMENT PROPOSAL

     125  

THE BUSINESS COMBINATION AGREEMENT

     126  

AGREEMENTS IN CONNECTION WITH THE BUSINESS COMBINATION AGREEMENT

     132  

INFORMATION ABOUT THE COMPANIES

     134  

BLACK SPADE’S BUSINESS

     135  

BLACK SPADE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     143  

VINFAST’S INDUSTRY

     150  

VINFAST’S BUSINESS

     165  

VINFAST’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     223  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     258  

MANAGEMENT OF VINFAST FOLLOWING THE BUSINESS COMBINATION

     276  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     284  

MATERIAL TAX CONSIDERATIONS

     296  

DESCRIPTION OF VINFAST’S SHARES CAPITAL

     309  

DESCRIPTION OF VINFAST’S WARRANTS

     317  

COMPARISON OF RIGHTS OF VINFAST SHAREHOLDERS AND BLACK SPADE SHAREHOLDERS

     323  

BENEFICIAL OWNERSHIP OF SECURITIES OF BLACK SPADE AND VINFAST

     346  

FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS

     351  

SHAREHOLDER COMMUNICATIONS

     352  

LEGAL MATTERS

     353  

EXPERTS

     354  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     355  

ENFORCEABILITY OF CIVIL LIABILITY

     356  

TRANSFER AGENT AND REGISTRAR

     358  

WHERE YOU CAN FIND MORE INFORMATION

     359  

INDEX TO FINANCIAL STATEMENTS

     F-1  

ANNEX A-1 ORIGINAL BUSINESS COMBINATION AGREEMENT

     A-1  

ANNEX A-2 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT

     A-2-1  

ANNEX B FORM OF PLAN OF MERGER

     B-1  

ANNEX C FORM OF CONSTITUTION OF VINFAST UPON COMPLETION OF THE BUSINESS COMBINATION

     C-1  

ANNEX D BLACK SPADE ACQUISITION CO PROXY CARD

     D-1  

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the Securities and Exchange Commission, or SEC, by VinFast, constitutes a prospectus of VinFast under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the VinFast ordinary shares to be issued to Black Spade Shareholders in connection with the Business Combination, as well as the warrants to acquire VinFast ordinary shares to be issued to Black Spade Warrant holders and the VinFast ordinary shares underlying such warrants. This document also constitutes a proxy statement of Black Spade under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the Meeting of Black Spade Shareholders to consider and vote upon each of the Business Combination Proposal and the Merger Proposal (as defined herein), and to adjourn the Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt any one or more of the Business Combination Proposal and the Merger Proposal.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Black Spade Shareholders nor the issuance by VinFast of its ordinary shares in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Black Spade has been provided by Black Spade and information contained in this proxy statement/prospectus regarding VinFast has been provided by VinFast.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “VinFast,” “VinFast Auto Ltd.,” the “Company” and the “Group” refer to VinFast Auto Pte. Ltd., and, where appropriate, its consolidated subsidiaries. Prior to the Effective Time, VinFast Auto Pte. Ltd. will convert from a Singapore private limited company to a Singapore public limited company and will then be known as VinFast Auto Ltd.

All references in this proxy statement/prospectus to “Black Spade” or “BSAQ” are to Black Spade Acquisition Co.

References to “Vingroup” are to Vingroup Joint Stock Company, a public company listed on the Ho Chi Minh Stock Exchange, Vietnam.

References to “VND” are to Vietnamese dong, the legal currency of Vietnam. References to “$,” “U.S. dollars” and “USD” are to United States dollars, the legal currency of the United States. Unless otherwise noted, all translations from VND to U.S. dollars in this proxy statement/prospectus are made at a rate of VND23,600 to $1.00, which represents the central exchange rate quoted by The State Bank of Vietnam Operations Centre as of March 31, 2023. We make no representation that any VND or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or VND, as the case may be, at any particular rate, or at all. Certain amounts shown in this proxy statement/prospectus or derived from the U.S. GAAP financial statements have been rounded or truncated as deemed appropriate by the management of VinFast. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

 

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning VinFast’s industry and the regions in which it operates, including VinFast’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts. While VinFast believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of VinFast’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

Information contained in this proxy statement/prospectus concerning VinFast’s industry, market and competitive position data in this proxy statement/prospectus from its own internal estimates and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties. Certain industry, market and competitive position data in this proxy statement/prospectus, including as described under “VinFast’s Industry,” is based on third-party data provided by Frost & Sullivan International Limited (“Frost & Sullivan”), which we commissioned Frost & Sullivan to prepare for use in this proxy statement/prospectus.

This proxy statement/prospectus also includes information from a 2022 satisfaction survey of VinFast prospective U.S. customers who have reserved a VinFast EV for purchase that we commissioned Frost & Sullivan to conduct (the “F&S Customer Survey”). This proxy statement/prospectus also contains information developed by Sustainalytics. Such information and data are proprietary of Sustainalytics and/or its third-party suppliers and are provided for informational purposes only. They do not constitute an endorsement of any product or project, nor an investment advice and are not warranted to be complete, timely, accurate or suitable for a particular purpose. Their use is subject to conditions available at https://www.sustainalytics.com/legal-disclaimers. Information contained on, or that can be accessible through, Sustainalytics’ website is not a part of this proxy statement/prospectus and the inclusion of their website address in this proxy statement/prospectus is an inactive textual reference only.

Industry publications and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but such information is inherently imprecise. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Black Spade

The historical financial statements of Black Spade in this proxy statement/prospectus were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and are denominated in U.S. Dollars.

VinFast

The financial information of VinFast in this proxy statement/prospectus as of December 31, 2021 and 2022 and for the years then ended and as of March 31, 2023 and for the three months ended March 31, 2022 and 2023 has been derived from the consolidated financial statements of VinFast Auto Pte. Ltd., which are included elsewhere in this proxy statement/prospectus. The consolidated financial statements of VinFast Auto Pte. Ltd. are prepared in accordance with U.S. GAAP.

In January 2022, VinFast announced its strategic decision to cease internal combustion engine (“ICE”) vehicle production to transform into a pure-play manufacturer of electric vehicles (“EVs”). In early November 2022, VinFast fully phased out production of ICE vehicles and completed the ICE Assets Disposal (as defined herein) to its shareholder, Vietnam Investment Group Joint Stock Company (“VIG”). Notwithstanding VinFast’s cessation of ICE vehicle production in early November 2022, its results of operations presented in this proxy statement/prospectus primarily reflect the historical results of its ICE vehicle manufacturing business and its gradual cessation of its ICE vehicle manufacturing during 2022. Accordingly, VinFast’s results of operations and comparative financial information presented in this proxy statement/prospectus may not be indicative of its results of operations expected for any future period.

The unaudited pro forma consolidated financial information in this proxy statement/prospectus gives pro forma effect to the phase-out of VinFast’s ICE vehicle production and the Transactions, as further described in “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma consolidated financial information in this proxy statement/prospectus is qualified in its entirety by reference to, and should be read in conjunction with, “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Black Spade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information about the Companies,” VinFast’s consolidated financial statements, and Black Spade’s consolidated financial statements, and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma consolidated financial information includes various estimates that are subject to material change and may not be indicative of what VinFast’s results of operations or financial position would have been had such events taken place on the dates indicated, or of its results of operations expected for any future period. Certain amounts shown in this proxy statement/prospectus or derived from the U.S. GAAP financial statements have been rounded or truncated as deemed appropriate by the management of VinFast. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

Information in this proxy statement/prospectus regarding driving range is presented in both WLTP and EPA terms, which are commonly used in Europe and the U.S., respectively. All WLTP driving range data with respect to VinFast’s current and future vehicles presented in this proxy statement/prospectus are based on internal estimates or targets. Actual ranges or certified ranges may differ materially from VinFast’s estimated or targeted range and from estimated and certified ranges prepared using other methodologies. For example, estimated and certified WLTP ranges may differ materially from estimated and certified EPA ranges. WLTP ranges are often, but not always, longer than EPA ranges. In addition, in all cases, actual driving ranges may vary from internal estimates and certified ranges for various reasons, including driving patterns and conditions, how an EV is maintained and other external factors.

 

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In order to identify customers with immediate demand for VinFast EVs and to enable VinFast to optimize its production plans, VinFast initiated programs in April, May and June 2023 to convert existing EV reservations into firm orders and existing firm orders into purchases. Customers in Vietnam with reservations were required to register for a vehicle delivery time during the year but no later than December 31, 2023 and pay an additional deposit. Customers in Vietnam with firm orders were required to pay the full purchase price for their EVs or increase their deposits to 20% of the contract values. In both cases, customers can cancel their firm orders/reservations and return any promotional vouchers in their possession in exchange for a refund equal to 120% of the deposit they had placed. VinFast EV reservations data in this proxy statement/prospectus reflects the results of the April and May conversion programs but does not reflect the results of the June conversion program as complete data from those programs is not available as of the date of this proxy statement/prospectus. Information regarding the number of VinFast EV reservations in this proxy statement/prospectus is not comparable to VinFast EV reservation data in the public domain and may not be comparable to VinFast EV reservation data that VinFast may publish in the future.

 

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SELECTED DEFINITIONS

 

“Ancillary Agreements”

  

means the Constitution, the Plan of Merger, the Registration Rights Agreement, the Sponsor Support Agreement, the VinFast Shareholders Agreement, the Warrant Assumption Agreement, and other agreements, instruments and documents expressly contemplated thereby.

“Backstop Amount”

   means the Backstop Amount as defined in the Sponsor Support Agreement.

“Black Spade’s Articles”

   means the second amended and restated memorandum and articles of association of Black Spade adopted by special resolution dated July 13, 2023, as amended and/or restated from time to time.

“Black Spade” or “BSAQ”

   means Black Spade Acquisition Co.

“BSAQ Class A Ordinary Shares”

   means the Class A ordinary shares, par value $0.0001 per share, of Black Spade.

“BSAQ Class B Ordinary Shares”

   means the Class B ordinary shares, par value $0.0001 per share, of Black Spade.

“BSAQ Dissenting Shares”

   means the BSAQ Ordinary Shares issued and outstanding immediately prior to the Effective Time that are held by any Black Spade Shareholders who shall have validly exercised and not effectively waived, withdrawn, forfeited, failed to perfect or otherwise lost their rights to dissent from the Business Combination in accordance with Section 238 of the Cayman Companies Act.

“BSAQ Excluded Shares”

   means the BSAQ Class A Ordinary Shares issued and outstanding and held immediately prior to the Effective Time as treasury shares, including shares redeemed by Black Spade in connection with the exercise of the redemption rights of the Black Spade Shareholders (if any).

“BSAQ Ordinary Shares”

   means the BSAQ Class A Ordinary Shares and BSAQ Class B Ordinary Shares.

“BSAQ Redeeming Shares”

   means the BSAQ Class A Ordinary Shares in respect of which the applicable holder thereof has validly exercised his, her or its redemption rights under Black Spade’s Articles (and not waived, withdrawn or otherwise lost such rights).

“Black Spade Warrants”

   means the Private Placement Warrants and the Public Warrants.

“Black Spade’s Board of Directors”

   means the board of directors of Black Spade.

“Black Spade Shareholders”

   means holders of BSAQ Ordinary Shares.

“broker non-vote”

   means the failure of a Black Spade Shareholder, who holds his or her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination”

   means the merger whereby Merger Sub will merge with and into Black Spade, with Black Spade surviving the merger as a wholly owned subsidiary of VinFast, in accordance with the terms and

 

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   subject to the conditions of the Business Combination Agreement and Plan of Merger.

“Business Combination Agreement”

   means the Business Combination Agreement, as amended by the First Amendment to Business Combination Agreement, and as may be further amended, supplemented or restated from time to time.

“Cayman Companies Act”

   means the Companies Act (as revised) of the Cayman Islands.

“Closing”

   means the closing of the Proposed Transactions.

“Constitution”

   means the amended and restated constitution to be adopted by VinFast immediately before the Effective Time, attached hereto as Annex C.

“Continental”

   means Continental Stock Transfer & Trust Company.

“Dissenting Shareholders”

   means holders of BSAQ Dissenting Shares.

“Effective Time”

   means the effective time of the Business Combination.

“Eligible BSAQ Shares”

   means the BSAQ Ordinary Shares that are issued and outstanding immediately prior to the Effective Time (other than the BSAQ Excluded Shares, BSAQ Redeeming Shares and BSAQ Dissenting Shares).

“Exchange Act”

   means the Securities Exchange Act of 1934, as amended.

“Existing Warrant Agreement”

   means the warrant agreement, dated July 15, 2021, by and between Black Spade and Continental.

“First Amendment to Business Combination Agreement”

  

means the First Amendment to Business Combination Agreement, dated as of June 14, 2023, by and among Black Spade, VinFast and Merger Sub attached hereto as Annex A-2.

“First Amendment to Sponsor Support Agreement”

  

means the First Amendment to Sponsor Support Agreement, dated as of June 14, 2023, by and among VinFast, Black Spade and the Sponsor.

“Founder Shares”

   means the 4,225,000 BSAQ Class B Ordinary Shares held by the Initial Shareholders.

“GAAP”

   means accounting principles generally accepted in the United States of America.

“Initial Shareholders”

   means the Sponsor, Black Spade’s directors, officers, advisory committee members and certain employees of Sponsor’s affiliates.

“Interim Period”

   means the period from the date of the Business Combination Agreement until the earlier of termination of the Business Combination Agreement and the Closing.

“Investment Company Act”

   means the U.S. Investment Company Act of 1940, as amended.

“IPO” or “Initial Public Offering”

   means the initial public offering of Black Spade, which was consummated on July 20, 2021.

“Meeting”

   means the extraordinary general meeting of Black Spade, to be held on August 10, 2023 at 9:00 a.m. Eastern Time or virtually at https://www.cstproxy.com/blackspadeacquisition/egm2023.

 

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“Merger Sub”

   means Nuevo Tech Limited.

“Minimum Cash Condition”

   means the condition to the obligations of VinFast and Merger Sub to consummate the Business Combination in which the available cash, an amount equaling to the amount of funds contained in the Trust Account (after giving effect to the Black Spade Shareholder redemption), together with the gross amount of proceeds paid to VinFast pursuant to any backstop investment provided by the Sponsor or its designated persons, equaling or exceeding $30,000,000.

“Original Business Combination Agreement”

  

means the Business Combination Agreement, dated as of May 12, 2023, by and among, Black Spade, VinFast and Merger Sub attached hereto as Annex A-1.

“Plan of Merger”

   means the Plan of Merger, by and among Black Spade, Merger Sub and VinFast, attached hereto as Annex B.

“Private Placement Warrants”

   means the Warrants sold to the Sponsor in a private placement consummated concurrently with IPO, each entitling its holder to purchase one BSAQ Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

“Public Shareholders”

   means all holders of the Public Shares.

“Public Shares”

   means BSAQ Class A Ordinary Shares issued in the IPO.

“Public Warrants”

   means Black Spade Warrants issued in the IPO, each entitling its holder to purchase one BSAQ Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

“Record Date”

   means July 18, 2023.

“Qualified Stock Exchange”

   The Nasdaq Stock Market, the New York Stock Exchange or the NYSE American.

“Registration Rights Agreement”

   means the registration rights agreement to be entered into by VinFast, the Sponsor, and certain VinFast and Black Spade Shareholders at the Closing Date in connection with the Business Combination.

“Securities Act”

   means the Securities Act of 1933, as amended.

“Sponsor”

   means Black Spade Sponsor LLC.

“Sponsor Backstop Commitment”

   means the Sponsor’s commitment under the Sponsor Support Agreement pursuant to which the Sponsor has agreed that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) will 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 Trust Account (after giving effect to the Black Spade Shareholders redemption).

“Sponsor Support Agreement”

   means the sponsor support and lock-up agreement and deed entered into by VinFast, Black Spade, the Sponsor and certain Initial Shareholders on May 12, 2023, as amended by the First Amendment to Sponsor Support Agreement.

 

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“Transactions” or “Proposed Transactions”

  

means the Business Combination and the other transactions contemplated by the Business Combination Agreement.

“Trust Account”

   means the trust account of Black Spade that holds the proceeds
from the IPO.

“Units”

   means the units issued in the IPO, each consisting of one BSAQ Class A Ordinary Share and one-half of one Public Warrant.

“U.S. GAAP”

   means generally accepted accounting principles in the U.S.

“VinFast”

  

VinFast Auto Ltd.

 

The registrant is currently a Singapore private limited company operating under the name “VinFast Auto Pte. Ltd.” Prior to the Effective Time, the registrant will convert to a Singapore public limited company. Upon such conversion, the registrant will be known as VinFast Auto Ltd.

“VinFast ordinary share”

   means the ordinary shares of VinFast immediately after the Recapitalization.

“VinFast Shareholder”

   means the equity securityholders of VinFast prior to the consummation of the Business Combination and as listed under the Business Combination Agreement.

“VinFast Shareholders Support Agreement”

   means the shareholders support and lock-up agreement and deed entered into by VinFast, VinFast Shareholders and Black Spade on May 12, 2023.

“Warrant Assumption Agreement”

   means the assignment, assumption and amendment agreement to be entered into by VinFast, Black Spade, and Continental Stock Transfer & Trust Company at the Closing Date in connection with the Business Combination.

“Working Capital Loans”

   means the loans which may be offered by the Sponsor or an affiliate of the Sponsor, or certain of Black Spade’s officers and directors to Black Spade to fund working capital deficiencies.

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND

THE EXTRAORDINARY GENERAL MEETING

The following questions and answers briefly address some commonly asked questions about the Meeting and the proposals to be presented at the Meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Black Spade Shareholders. Black Spade Shareholders are urged to carefully read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Black Spade is proposing to consummate the Business Combination with VinFast pursuant to the Business Combination Agreement, entered into among Black Spade, VinFast and Merger Sub. The terms of the Business Combination Agreement are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement), and Black Spade encourages Black Spade Shareholders to read it in its entirety.

The Business Combination Agreement must be adopted by the Black Spade Shareholders in accordance with Cayman Islands law and Black Spade’s Articles. Black Spade is holding the Meeting to obtain that approval. Black Spade Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for Merger Sub to be merged with and into Black Spade with Black Spade surviving the merger as a wholly owned subsidiary of VinFast, and certain other matters related to the Business Combination, which are described in this proxy statement/prospectus. See the section titled “Proposal No. 1—The Business Combination Proposal.” This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Black Spade Shareholders should read this proxy statement/prospectus and its annexes carefully and in their entirety.

 

Q:

When and where is the Meeting?

 

A:

The Meeting will be held on August 10, 2023, at 9:00 a.m., Eastern Time, virtually over the Internet. Black Spade Shareholders will be able to attend the Meeting remotely, vote and submit questions during the Meeting by visiting https://www.cstproxy.com/blackspadeacquisition/egm2023 and entering their control number. The virtual meeting format allows attendance from any location in the world. We encourage you to access the virtual meeting prior to the start time and you should allow ample time for the check-in procedures. For the purposes of Black Spade’s Articles, the physical location of the Meeting shall be at the office of Davis Polk & Wardwell LLP located at The Hong Kong Club Building, 3A Chater Road, Hong Kong.

 

Q:

How do I attend the Meeting virtually?

 

A:

Black Spade Shareholders have a proxy card from Continental, Black Spade’s transfer agent, which contains instructions on how to attend the Meeting virtually including the URL address, along with their control number for access. If you do not have your control number, Black Spade Shareholders can contact Continental through e-mail at proxy@continentalstock.com.

Black Spade Shareholders can pre-register to attend the virtual meeting starting on August 3, 2023, at 9:00 a.m. Eastern Time (5 business days prior to the Meeting) by visiting https://www.cstproxy.com/blackspadeacquisition/egm2023, entering their control number, name and email address. Black Spade Shareholders can enter questions in the chat box once pre-registered. At the start of the Meeting, Black Spade Shareholders will need to re-log in with their control number and will also be prompted to enter their control number if they vote during the Meeting.

Beneficial owners, who hold their BSAQ Ordinary Shares in “street” name, which means your shares are held through a bank, broker or nominee, will need to contact Continental to receive a control number. If

 

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beneficial owners plan to vote at the Meeting, they will need to obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of such proxy to proxy@continentalstock.com no later than 72 hours prior to the Meeting. Holders should contact their bank or broker or other nominee for instructions regarding obtaining a proxy or, if they would like to join and not vote, Continental will issue them a guest control number with proof of ownership. Either way beneficial owners must contact Continental for specific instructions on how to receive the control number. Continental can be contacted at the email address above. Please allow up to 72 hours prior to the Meeting for processing the control number.

 

Q:

What is being voted on at the Meeting?

 

A:

Black Spade Shareholders are being asked to consider and vote on the following proposals:

 

1.

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to ratify, approve and adopt by way of ordinary resolution the Business Combination Agreement, dated as of May 12, 2023, by and among Black Spade, VinFast Auto Pte. Ltd., a Singapore private limited company (the “Company” or “VinFast”) and Nuevo Tech Limited, a Cayman Islands exempted company and wholly owned subsidiary of VinFast (“Merger Sub”), as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023 (the “First Amendment to Business Combination Agreement”) and as may be further amended, supplemented or restated from time to time, by and among Black Spade, VinFast and Merger Sub (together, the “Business Combination Agreement”), and the transactions contemplated therein (the “Transactions”), including the merger whereby Merger Sub will merge with and into Black Spade, with Black Spade surviving the merger as a wholly owned subsidiary of VinFast and the securityholders of Black Spade becoming securityholders of VinFast (the “Business Combination”) (the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement).

 

2.

Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to authorize and approve by way of special resolution the Plan of Merger made in accordance with the provisions of Section 233 of the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) and the Business Combination (the “Merger Proposal”). A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B.

 

3.

Proposal No. 3 — The Adjournment Proposal — to consider and vote upon a proposal by way of ordinary resolution to adjourn the Meeting to a later date or dates to be determined by the chairman of the Meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more of the Business Combination Proposal and the Merger Proposal, or if holders of the BSAQ Class A Ordinary Shares have elected to redeem an amount of BSAQ Class A Ordinary Shares such that Black Spade would have less than $5,000,001 of net tangible assets (the “Adjournment Proposal”).

Black Spade will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Black Spade Shareholders should read it carefully.

The vote of shareholders is important. Black Spade Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

 

Q:

Why is Black Spade proposing the Business Combination?

 

A:

Black Spade was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets.

On July 20, 2021, Black Spade consummated its Initial Public Offering of 15,000,000 Units. Each Unit consists of one BSAQ Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemable

 

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Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one BSAQ Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to Black Spade of $150,000,000. On August 3, 2021, the underwriters purchased an additional 1,900,000 option units pursuant to the partial exercise of the over-allotment option. The option units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to Black Spade of $19,000,000. Since the Initial Public Offering, Black Spade’s activity were limited to organizational activities, completion of its Initial Public Offering and the evaluation of possible business combinations.

Black Spade is permitted to choose a target business in any industry or region (with a focus on the enabling technology, lifestyle brands, products, or services and entertainment media sectors in Asia) that it felt would provide its shareholders with the greatest opportunity to participate in a company with significant growth potential. Accordingly, it regularly analyzed investment opportunities that were in various sectors and regions (with a focus on the enabling technology, lifestyle brands, products, or services and entertainment media sectors in Asia) in an effort to locate the best potential business combination opportunity for its shareholders.

VinFast operates in the EV industry. Based on its due diligence investigations on VinFast and the industry in which VinFast operates, including the financial and other information provided by VinFast in the course of the parties’ negotiations, Black Spade believes that a business combination with VinFast will provide its shareholders with an opportunity to participate in a company with significant growth potential.

Although Black Spade’s Board of Directors believes that the Business Combination with VinFast is in the best interests of Black Spade and its shareholders, Black Spade’s Board of Directors did consider certain potential risks in arriving at that conclusion. See the section titled “Proposal No. 1—The Business Combination Proposal—Black Spade’s Board of Directors Reasons for Approval of the Proposed Transactions.”

 

Q:

What positive and negative factors did Black Spade’s Board of Directors consider when determining whether or not to proceed with the Business Combination?

 

A:

In evaluating the Proposed Transactions and making the above determinations and its recommendation, Black Spade’s Board of Directors consulted with its advisors and its management and considered a number of factors, including, but not limited to, the factors discussed below. In light of the wide number and complexity of the factors considered in connection with its evaluation of the Proposed Transactions, Black Spade’s Board of Directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Black Spade’s Board of Directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Black Spade’s Board of Directors’ reasons for the Proposed Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Black Spade’s Board of Directors considered a number of factors pertaining to the Proposed Transactions as generally supporting its decision to enter into the Business Combination Agreement, and the Ancillary Agreements, and the transactions contemplated thereby. Before reaching its decision to approve the Proposed Transactions, Black Spade’s Board of Directors reviewed the results of due diligence conducted by Black Spade’s management and by Black Spade’s legal and financial advisors, which included, among other things:

 

   

extensive meetings with VinFast’s management team;

 

   

research on the EV industry, including historical growth trends and market share information, as well as growth projections;

 

   

analysis of VinFast’s production capacity, delivery schedule and planned expansion strategy and operations;

 

   

review of VinFast’s material contracts regarding financials, tax, legal, accounting, and information technology;

 

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VinFast’s technology and intellectual property;

 

   

financial and valuation analysis of VinFast and the Business Combination;

 

   

reports related to financial and legal diligence prepared by external advisors; and

 

   

assessment of VinFast’s readiness to list as a public company.

Black Spade’s Board of Directors ultimately determined that the decision to ultimately pursue a business combination with VinFast over the Other Potential Acquisitions was generally the result of, but not limited to, one or more of the following reasons:

 

   

the determination of Black Spade’s management and the Sponsor that: (i) the market opportunity was substantial, and (ii) VinFast was an attractive investment opportunity because of its leadership position in Vietnam and its growth opportunity globally;

 

   

the determination that the combination of Black Spade and VinFast has the potential to increase substantially the likelihood of VinFast achieving its growth potential and thereby create shareholder value; and

 

   

the determination of Black Spade’s management and the Sponsor that VinFast was a more viable opportunity than the Other Potential Acquisitions.

Specifically, Black Spade’s Board of Directors considered a number of factors pertaining to the Proposed Transactions as generally supporting its decision to approve the entry into the Business Combination Agreement and the transactions contemplated therein, including, but not limited to, the following material factors:

 

   

Market leader in Vietnam with Execution Excellence. Since its establishment, VinFast has gained significant brand recognition in Vietnam. Within 18 months from product launch, VinFast achieved the leading market share in Vietnam for each of its product segments. After transforming into a pure-play manufacturer of EVs, VinFast quickly dominated the domestic EV market, achieving preeminent market share.

 

   

Foundational Support from Vingroup. VinFast has a strong competitive advantage due to its relationship with Vingroup, one of Vietnam’s largest conglomerates, which provides the company with significant financial and strategic support. As a part of one of Vietnam’s largest private sector business groups, VinFast benefits from a wide range of synergies, relationships, and financial support from Vingroup and its major shareholders. Between 2017 and March 31, 2023, Vingroup, its affiliates, and external lenders have deployed approximately $9.3 billion to fund VinFast’s operating expenses and capital expenditures. VinFast may also benefit from demand for EVs from Vingroup affiliates such as Green and Smart Mobility Joint Stock Company (“GSM”), which announced in March 2023 its intention to offer EV and e-scooter rental and taxi services in Vietnam and whose fleet will consist of VinFast EVs and e-scooters.

 

   

Readiness to List. VinFast has previously prepared for a traditional IPO, including the filing of Form F-1 with the SEC, and has demonstrated its readiness to transition into a publicly listed company.

 

   

Diverse Range of EVs Catering to Various Market Segments. VinFast has various EV models and has launched and expects to launch new models in 2023 to cater to customers with diverse preferences and needs. Besides passenger cars, VinFast’s product portfolio also covers other segments of the EV market, such as e-buses and e-scooters. The wide range of electric vehicles helps VinFast to reach various market segments and a broad customer base.

 

   

Advanced Manufacturing Capabilities. VinFast operates advanced and highly automated EV manufacturing facilities in Southeast Asia, boasting a maximum production capacity of up to 300,000 EVs annually. This capacity sets it apart from many of its peers with self-operated production facilities. With the backing of Vingroup and access to the capital market as a listed company, VinFast is better positioned to access ample funding to finance its capex plan in the future. The manufacturing plant

 

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located in Hai Phong, the third-largest city in Vietnam and home to one of its largest deep-sea ports, offers a competitive advantage in logistics as VinFast ships its vehicles globally. The fully operational production plant enables the company to ramp up production swiftly to meet increasing demand and generate higher revenue growth while minimizing execution risks. VinFast’s highly integrated business model, with many processes completed on-site, results in fewer production delays and lower costs.

 

   

First-Mover Advantage in Mass EV Productions. VinFast’s prior experience as a leading manufacturer of ICE vehicles enables it to transition to EV production swiftly and with less execution risk, resulting in a more efficient production process. The company launched its VF e34 SUV in 2021, marking the first EV produced in Vietnam and consolidating VinFast’s position as a market leader in the emerging EV market in the country. VinFast’s cutting-edge technology and robust production capability give it a competitive advantage over EV manufacturers that have not yet achieved mass production.

 

   

Shareholder Liquidity. The Business Combination Agreement stipulates that ordinary shares of VinFast issued as consideration must be listed on a major U.S. stock exchange, which Black Spade’s Board of Directors believes has the potential to offer shareholders greater liquidity.

 

   

Existing Customer and Supplier Relationships. VinFast has forged crucial strategic partnerships with multiple OEMs and entered into commercial engagements with marquee industry participants. The Company’s diversified battery sourcing policy mitigates risk from any individual supplier, while concurrently, it is developing its own battery technology, which will yield greater integration, efficiency, and cost benefits.

 

   

Unique Position at the Heart of the Vehicle Data Ecosystem. VinFast has established a broad range of strategic partnerships with leading companies across different sectors, including technology firms, transportation companies, vehicle manufacturers, and data processing firms. In addition to these partnerships, VinFast has a diverse range of OEM partnerships. Its strategic position at the center of the vehicle data ecosystem provides VinFast with significant advantages.

 

   

Potential Customers in a Wide Variety of Industries. VinFast’s personally identifiable information services find use in a variety of industries, including insurance, fleet services, and dealership sales. Additionally, VinFast’s aggregated data can be utilized to create smarter cities and more efficient transportation.

 

   

Global Reach with a Strong Home Base. VinFast has a global presence, targeting markets across multiple continents, including Asia, North America, and Europe, while many of its competitors operate only regionally. In 2023, VinFast began deliveries and sales to the US market. In addition, it is well positioned to benefit from a substantial domestic market in Vietnam. As a company based in the ASEAN region, which encompasses over 600 million people, VinFast has access to significant markets on its doorstep, along with low-tariff benefits that provide additional financial and commercial advantages.

 

   

Experienced Leadership Team with a Proven Track Record. VinFast is led by an experienced management team in EV industry.

 

   

Due Diligence. The due diligence examinations of Black Spade’s management and financial and legal advisors and discussions with VinFast’s management and financial and legal advisors;

 

   

Lock-Up. Certain equityholders of VinFast have agreed to be subject to a one-hundred and eighty (180) day lockup in respect of their VinFast ordinary shares.

 

   

Other Alternatives. Black Spade’s Board of Directors believes, after a thorough review of other business combination opportunities reasonably available to Black Spade, that the Business Combination, in part taking into account the readiness of VinFast to become a listed company, represents the best potential business combination for Black Spade and the most attractive opportunity for Black Spade’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential combination targets, and Black Spade’s Board of Directors’ belief that such process has not presented a better alternative; and

 

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Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between Black Spade and VinFast.

Black Spade’s Board of Directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Proposed Transactions, including, but not limited to, the following:

 

   

Business Risks. Black Spade’s Board of Directors considered that there were risks associated with the successful implementation of VinFast’s business plans and uncertainties regarding whether VinFast would be able to realize the anticipated benefits of the Business Combination on the expected timeline or at all, including due to factors outside the parties’ control. Black Spade’s Board of Directors considered the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Black Spade Shareholders may not fully realize these benefits to the extent that they expected to retain the Public Shares following the completion of the Business Combination.

 

   

Industry Risks. Black Spade’s Board of Directors considered the risks that the EV market may not fully develop its growth potential. The EV market and technologies are relatively new, rapidly evolving and highly competitive, which subjects VinFast’s business to uncertainties and challenges relating to the growth and profitability of the EV market as a whole.

 

   

Discontinuation of Support from Vingroup and Its Affiliates. Since its establishment, VinFast has relied heavily on the backing of Vingroup and its affiliates without which the operations of VinFast may be severely affected.

 

   

Limited Operating History. VinFast’s limited operating history makes evaluating its business and future prospects difficult.

 

   

Competitive Market. There are a number of global EV companies operating in markets similar to VinFast and competing for the same customer base.

 

   

Systems Update. The need to update VinFast’s financial systems and operations necessary for a public company.

 

   

Potential Delay in Product Launch. VinFast may not roll out its full range of EVs within the expected timescale.

 

   

Regulation. Regulation in VinFast’s industry could increase, which may limit VinFast’s ability to harness vehicle data value, thereby potentially lowering VinFast’s profits.

 

   

Loss of Key Personnel. Key personnel in VinFast’s industry is vital and competition for such personnel is intense. The loss of any key personnel could adversely impact VinFast’s operations.

 

   

Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the revenues of VinFast after the Business Combination.

 

   

Redemption Risk. The potential that a significant number of Black Spade Shareholders elect to redeem their shares prior to the consummation of the merger, which would potentially make the merger more difficult or impossible to complete.

 

   

Shareholder Vote. Black Spade Shareholders may fail to provide the respective votes necessary to effect the merger.

 

   

Closing Conditions. The completion of the merger is conditioned on the satisfaction of certain closing conditions that are not within Black Spade’s control.

 

   

Litigation. The possibility of litigation challenging the Business Combination Agreement or that an adverse judgment granting permanent injunctive relief could delay or prevent consummation of the Business Combination.

 

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No Third-Party Valuation. Black Spade’s Board of Directors considered the fact that the parties to the Business Combination have not sought any third-party valuation or fairness opinion in connection to the Business Combination.

 

   

Liquidation of Black Spade. The risks and costs to Black Spade if the merger is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Black Spade being unable to effect a business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles).

 

   

Listing Risks. The securities of VinFast after the Business Combination may not be able to list on a major U.S. stock exchange, which could limit investors’ ability to sell their securities.

 

   

Reduced Influence of Black Spade Shareholders. The existing Black Spade Shareholders will hold a minority position in VinFast after the Business Combination. In addition, although for the period from the Closing until the earlier of (i) the date on which the Sponsor ceases to own at least 1,000,000 VinFast ordinary shares and (ii) December 31, 2024, the Sponsor will have the right to designate one observer to attend all meetings of the VinFast board of directors in a non-voting observer capacity, no incumbent director of Black Spade will serve in VinFast after the Business Combination as director. This may reduce the influence that Black Spade’s current shareholder have on the management of the post-combination company.

 

   

Fees and Expenses. The risk of the expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination Agreement is consummated.

 

   

Other Risks. Various other risks associated with the Proposed Transactions, the business of the VinFast and the business of Black Spade described under “Risk Factors.”

In addition to considering the factors described above, Black Spade’s Board of Directors also considered that the officers and some of the directors of Black Spade may have interests in the Proposed Transactions as individuals that are different from, or in addition to, those of other shareholders and Warrant holders generally (see “Summary—Interests of Black Spade’s Directors and Officers in the Business Combination”). Black Spade’s independent directors reviewed and considered these interests during their evaluation of the Proposed Transactions and in unanimously approving, as members of Black Spade’s Board of Directors, the Business Combination Agreement and the transactions contemplated therein, including the Proposed Transactions.

Black Spade’s Board of Directors concluded that the potential benefits that it expected Black Spade and its shareholders to achieve as a result of the Proposed Transactions outweighed the potentially negative factors associated with the Proposed Transactions. Accordingly, Black Spade’s Board of Directors unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Proposed Transactions, were advisable and fair to, and in the best interests of, Black Spade and its shareholders.

 

Q:

Why is Black Spade providing Black Spade Shareholders with the opportunity to vote on the Business Combination?

 

A:

Under Black Spade’s Articles, Black Spade must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Black Spade’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Black Spade has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Black Spade is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its Public Shareholders to effectuate redemptions of their Public Shares in connection with the Closing.

 

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Q:

Is my vote important?

 

A:

Yes. The Business Combination cannot be completed unless the Business Combination Proposal and the Merger Proposal receive the requisite vote for approval. Only Black Spade Shareholders as of the close of business on the Record Date for the Meeting, are entitled to vote at the Meeting. After careful consideration, Black Spade’s Board of Directors unanimously recommends that the Black Spade Shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal and “FOR” the approval of the Adjournment Proposal. For details on the required votes to approve each proposal, see the section headed “What vote is required to approve the proposals presented at the Meeting?”

 

Q:

Are the proposals conditioned on one another?

 

A:

The Closing is conditioned on approval of the Business Combination Proposal and the Merger Proposal. The Business Combination Proposal and the Merger Proposal are conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event that the Business Combination Proposal and the Merger Proposal do not receive the requisite vote for approval, then Black Spade will not consummate the Business Combination. If Black Spade does not consummate the Business Combination and fails to complete an initial business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), Black Spade will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Shareholders.

 

Q:

What will happen in the Business Combination?

 

A:

Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Black Spade with Black Spade surviving the Merger as a wholly owned subsidiary of VinFast. As a result of the Business Combination, and upon the consummation of the Business Combination, the securityholders of Black Spade will become the securityholders of VinFast. The investments held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by VinFast for general corporate purposes, which may include (i) investments in research and development of products, services and technology sales, (ii) sales and marketing and expansion of sales channels, (iii) development of manufacturing facilities, and/or (iv) potential strategic investments and acquisitions.

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

There are a number of closing conditions to the Business Combination, including, but not limited to: (i) receipt of the required approval by the Black Spade Shareholders; (ii) receipt of the required approval by VinFast Shareholders; (iii) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Business Combination; (iv) the approval for listing of VinFast ordinary shares and VinFast warrants to be issued in connection with the Business Combination on a Qualified Stock Exchange immediately following the Closing; (v) effectiveness of the registration statement of which this proxy statement/prospectus forms a part and the absence of any stop order issued by the SEC with respect thereto; and (vi) completion of the Recapitalization in accordance with the terms of the Business Combination Agreement. For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination Agreement—Conditions to Closing of the Transactions.”

 

Q:

What equity stake will Black Spade Shareholders and VinFast Shareholders have in VinFast after the Business Combination?

 

A:

It is difficult to predict how many of the Public Shareholders will exercise their right to have their BSAQ Class A Ordinary Shares redeemed for cash. As a result, we have elected to provide three different

 

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  redemption scenarios of Public Shares into cash, each of which produces different allocations of the ownership of VinFast ordinary shares.

The Maximum Redemptions scenario refers to a scenario where Public Shareholders exercise rights to redeem 2,261,584 BSAQ Class A Ordinary Shares, which represents the maximum level of redemptions that could occur without a failure to satisfy the condition to the obligations of VinFast and Merger Sub to consummate the Business Combination pursuant to the Business Combination Agreement, that Black Spade (as the surviving company of the merger) has net tangible assets of at least $5,000,001 upon consummation of the Business Combination. The 50% of the Maximum Redemptions scenario refers to a scenario where Public Shareholders exercise rights to redeem 1,374,643 BSAQ Class A Ordinary Shares, which represents 50% of the BSAQ Class A Ordinary Shares subject to possible redemption and the full subscription of the backstop shares as required by the Sponsor Support Agreement. The No Redemptions scenario refers to a scenario where Public Shareholders do not exercise rights to redeem BSAQ Class A Ordinary Shares and the full subscription of the backstop shares as required by the Sponsor Support Agreement, which represents the minimum level of redemptions that could occur. If the actual facts are different than the assumptions set forth above, the share amounts and percentage ownership numbers set forth above will be different. The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results.

The following table illustrates varying estimated ownership levels in VinFast after giving effect to the Recapitalization and upon completion of the Business Combination, based on the varying levels of redemptions by the Public Shareholders:

 

     Assuming No
Redemptions(1)
     Assuming 50% of
the Maximum
Redemptions(1)
     Assuming
Maximum
Redemptions(1)
 
     Number      %      Number      %      Number      %  

Black Spade Public Shareholders

                 

Public Shares (2)

     2,749,285        0.1        1,374,643        0.1        487,701        0.0  
     2,749,285        0.1        1,374,643        0.1        487,701        0.0  

Sponsor and the other Initial Shareholders of Black Spade

                 

Founder Shares (3)

     4,225,000        0.2        4,225,000        0.2        4,225,000        0.2  
     4,225,000        0.2        4,225,000        0.2        4,225,000        0.2  

Backstop Financing

                 

Backstop shares (4)

     181,382        0.0        1,590,691        0.1        2,500,000        0.1  
     181,382        0.0        1,590,691        0.1        2,500,000        0.1  

Current VinFast Shareholders

                 

Vingroup

     1,185,010,424        51.0        1,185,010,424        51.0        1,185,010,424        51.0  

VIG

     769,989,498        33.2        769,989,498        33.2        769,989,498        33.2  

Asian Star

     345,000,076        14.9        345,000,076        14.9        345,000,076        14.9  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     2,299,999,998        99.1        2,299,999,998        99.0        2,299,999,998        99.0  

Total

     2,322,155,665        100.0        2,322,190,332        100.0        2,322,212,699        100.0  

 

Notes:

  (1)

The share amounts and ownership percentages set forth above are not indicative of voting percentages. Excludes the potential dilutive effect of any VinFast warrants outstanding, earnout shares issued after the Closing or equity awards that may be granted under the VinFast Award Plan. If the actual facts are different than the assumptions set forth above, the share amounts and percentage ownership numbers set forth above will be different. In the case of maximum redemptions, Black Spade shall not redeem Public Shares in an amount that would cause Black Spade’s net tangible assets to be less than US$5,000,001 following such redemptions.

 

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  (2)

Represents the issuance of VinFast ordinary shares to Black Spade Public Shareholders, in case of no redemptions, 50% of the maximum redemptions, and maximum redemptions.

  (3)

Represents the issuance of VinFast ordinary shares to the Sponsor and the other Initial Shareholders of Black Spade, in case of no redemptions, 50% of the maximum redemptions, and maximum redemptions.

  (4)

Represents the issuance of VinFast ordinary shares to the Sponsor and/or any designated person procured by the Sponsor and reasonably acceptable to VinFast (collectively, the “Backstop Shareholders”) who subscribe for and acquire VinFast ordinary shares at a purchase price of $10 per share aggregating up to (i) $30,000,000 minus (ii) the funds contained in the Trust Account (after giving effect to the Black Spade Shareholders’ redemption).

The sensitivity table below sets forth the potential additional dilutive impact of each additional source of dilution to the Public Shareholders’ ownership of VinFast, namely the potential issuances of the VinFast earnout shares in accordance with the terms of the Business Combination Agreement, the ordinary shares underlying the Public Warrants, the ordinary shares underlying the Private Placement Warrants and the ordinary shares to be issued in the Gotion Investment (as defined herein) (each, an “Additional Dilution Source,” and collectively, the “Additional Dilution Sources”) based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions:

 

     Assuming No
Redemptions(1)
     Assuming 50% of
the Maximum
Redemptions(1)
     Assuming
Maximum
Redemptions(1)
 
     Number      %      Number      %      Number      %  

VinFast Earnout Shares (2)

     5,000,000        0.2        5,000,000        0.2        5,000,000        0.2  

VinFast Shares Underlying Public Warrants (3)

     8,449,991        0.4        8,449,991        0.4        8,449,991        0.4  

VinFast Shares Underlying Private Placement Warrants (4)

     6,380,000        0.3        6,380,000        0.3        6,380,000        0.3  

VinFast Award Plan grants (5)

     1,200,000        0.1        1,200,000        0.1        1,200,000        0.1  

Gotion Investment (6)

     15,000,000        0.6        15,000,000        0.6        15,000,000        0.6  

Total Additional Dilution Sources (7)

     36,029,991        1.5        36,029,991        1.5        36,029,991        1.5  

Total Shares Outstanding Excluding Additional Dilution Sources

     2,322,155,665        —          2,322,190,332        —          2,322,212,699        —    

Total Shares Outstanding Including Additional Dilution Sources

     2,358,185,656        —          2,358,220,323        —          2,358,242,690        —    

 

Notes:

  (1)

The calculation of the percentage of shares with respect to each Additional Dilution Source includes the full amount of shares issuable with respect to such Additional Dilution Source (but not the other Additional Dilution Sources) in both the numerator and denominator. For example, in the No Redemptions Scenario, the percentage of potential dilution to the Public Shareholders that would result from the issuance of the VinFast earnout shares is calculated as follows: (a) 5,000,000 VinFast earnout shares; divided by (b) the sum of (i) 2,322,155,665 VinFast shares outstanding upon completion of the Business Combination under the No Redemptions Scenario before taking into account any Additional Dilution Source, and (ii) 5,000,000 earnout shares issuable by VinFast.

  (2)

This row assumes that VinFast’s reported consolidated revenue for fiscal year 2023 as set forth in its annual audited consolidated financial statements is at least $1,875,000,000, and in accordance with the Business Combination Agreement, VinFast elects to issue the maximum of $50.0 million of earnout shares to the directors, executives, managers and employees of VinFast and its subsidiaries at an assumed issue price of $10 per VinFast ordinary share;

  (3)

Pursuant to the Business Combination Agreement and the Warrant Assumption Agreement, each of the issued and outstanding Public Warrants, representing 8,449,991 warrants, will be exchanged for one VinFast warrant, each of which is exercisable for one VinFast ordinary share. This row assumes that all 8,449,991 VinFast warrants will be exercised for VinFast shares.

 

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  (4)

Pursuant to the Business Combination Agreement and the Warrant Assumption Agreement, each of the Private Placement Warrants held by the Sponsor, representing 6,380,000 warrants, will be exchanged for one VinFast warrant, each of which is exercisable for one VinFast ordinary share. This row assumes that all 6,380,000 VinFast warrants will be exercised for VinFast shares.

  (5)

Following the adoption of the VinFast Award Plan and no earlier than two months after the consummation of the Business Combination, VinFast intends to grant to certain of its directors, officers and employees, including certain members of our senior management team, subject to the relevant corporate approvals, restricted stock units with total grant value of $11.6 million, which would result in the grant of 1.2 million restricted stock units, based on the value of each VinFast ordinary share immediately after the recapitalization, being $10.00 per ordinary share. The actual number of restricted stock units to be granted will be determined based on the market price of VinFast’s ordinary shares on the grant date or a reference price determined by management. These restricted stock units would vest over four years on each anniversary of the date of their grant, subject to continued employment with the company.

  (6)

For more information, see “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

  (7)

This row assumes the issuance of all VinFast shares in connection with each of the Additional Dilution Sources, as described in notes 2 through 4 above. Due to the calculation formula illustrated in note 1 above, the percentage of the total Additional Dilution Sources is not equal to the sum of the percentage of each Additional Dilution Source.

 

Q:

Who will be the officers and directors of VinFast if the Business Combination is consummated?

 

A:

Following the consummation of the Business Combination, the directors of VinFast will be Pham Nhat Vuong, Le Thi Thu Thuy, Ngan Wan Sing Winston, Ling Chung Yee, Roy, Pham Nguyen Anh Thu and Nguyen Thi Van Trinh. Le Thi Thu Thuy is expected to serve as Global CEO of VinFast, and David Thomas Mansfield is expected to serve as CFO of VinFast. See the section titled “Management of VinFast Following the Business Combination.”

 

Q:

What happens if I sell my BSAQ Ordinary Shares before the Meeting?

 

A:

The Record Date for the Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your BSAQ Ordinary Shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be entitled to receive any VinFast ordinary shares following the Closing because only Black Spade Shareholders on the date of the Closing will be entitled to receive VinFast ordinary shares in connection with the Closing.

 

Q:

Did Black Spade’s Board of Directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

As is customary for a transaction of this nature that is on arm’s-length commercial terms, Black Spade’s Board of Directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with VinFast. Black Spade’s officers and Black Spade’s Board of Directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Black Spade’s financial advisors, including JonesTrading Institutional Services LLC, (“JonesTrading”), enabled them to make the necessary analyses and determinations regarding the Business Combination with VinFast. In connection with its role as financial advisor, Black Spade has agreed to pay JonesTrading a fee of $1.5 million for advisory services. In addition, Black Spade’s officers and Black Spade’s Board of Directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Black Spade’s officers and

 

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  Black Spade’s Board of Directors in valuing VinFast’s business, and assuming the risk that Black Spade’s officers and Black Spade’s Board of Directors may not have properly valued such business.

 

Q:

Will Black Spade or VinFast issue additional equity securities in connection with the consummation of the Business Combination?

 

A:

VinFast or Black Spade may enter into equity financing in connection with the Business Combination with their respective affiliates or any third parties if the parties determine that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. The purpose of these financing activities would be to increase the amount of cash available to Black Spade for use in the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the securityholders of Black Spade.

 

Q:

How many votes do I have at the Meeting?

 

A:

Black Spade Shareholders are entitled to one vote on each of the proposals at the Meeting for each BSAQ Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date, there were 6,974,285 BSAQ Ordinary Shares outstanding, of which 2,749,285 were BSAQ Class A Ordinary Shares and 4,225,000 were BSAQ Class B Ordinary Shares.

 

Q:

What vote is required to approve the proposals presented at the Meeting?

 

A:

The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and pursuant to Black Spade’s Articles, being the affirmative vote of shareholders holding a majority of the BSAQ Ordinary Shares which, being so entitled, are voted on such resolutions in person or by proxy at the Meeting at which a quorum is present. The approval of the Merger Proposal requires a special resolution under Cayman Islands law and pursuant to Black Spade’s Articles, being the affirmative vote of shareholders holding at least two thirds of the BSAQ Ordinary Shares which, being so entitled, are voted on such resolution in person or by proxy at the Meeting at which a quorum is present.

Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote in person at the Meeting will have no effect on the foregoing proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. Holders of BSAQ Class B Ordinary Shares have agreed to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. As of the date of this proxy statement/prospectus, Black Spade’s Sponsor, directors, officers, advisory committee members and certain employees of Sponsor’s affiliates (the “Initial Shareholders”) beneficially owned an aggregate of 4,225,000 BSAQ Class B Ordinary Shares.

 

Q:

Do the VinFast Shareholders need to approve the Business Combination?

 

A:

The Business Combination needs to be approved by the VinFast Shareholders. Concurrently with the execution of the Business Combination Agreement, VinFast, Black Spade and all shareholders of VinFast entered into a shareholders support and lock-up agreement and deed (the “VinFast Shareholders Support Agreement”), pursuant to which each VinFast Shareholder agreed to, among other things, (i) attend any VinFast Shareholder meeting to establish a quorum for the purpose of approving the Business Combination, and (ii) vote the VinFast securities held by such VinFast Voting Shareholder in favor of approving the transactions contemplated by the Business Combination Agreement.

 

Q:

What constitutes a quorum at the Meeting?

 

A:

A quorum is the minimum number of BSAQ Ordinary Shares that must be present to hold a valid meeting. Holders of a majority of BSAQ Ordinary Shares issued and outstanding and entitled to vote at the Meeting

 

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  constitute a quorum. As of the Record Date, 3,487,143 BSAQ Ordinary Shares would be required to achieve a quorum.

 

Q:

How do the insiders of Black Spade intend to vote on the proposals?

 

A:

Black Spade’s Initial Shareholders beneficially own and are entitled to vote an aggregate of approximately 20% of the currently outstanding BSAQ Ordinary Shares. These parties have agreed to vote their shares in favor of the Business Combination Proposal. Black Spade’s Initial Shareholders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting.

 

Q:

What interests do Black Spade’s current officers and directors have in the Business Combination?

 

A:

In considering the recommendation of Black Spade’s Board of Directors to vote in favor of approval of the Business Combination Proposal and the Merger Proposal, shareholders should keep in mind that the Sponsor and Black Spade’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Black Spade Shareholders generally. In particular:

 

   

If the Business Combination or another business combination is not consummated by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), Black Spade will (i) cease all operations, except for the purpose of winding up, (ii) redeem 100% of the outstanding Public Shares for cash and, (iii) subject to the approval of its remaining shareholders and Black Spade’s Board of Directors, dissolve and liquidate. On the other hand, if the Business Combination is consummated, each outstanding Eligible BSAQ Share will be converted into one VinFast ordinary share, subject to adjustment described herein.

 

   

If Black Spade is unable to complete a business combination within the required time period, the Sponsor 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 Black Spade for services rendered or contracted for or for products sold to Black Spade, but only if such a vendor or target business has not executed a waiver. If Black Spade consummates a business combination, on the other hand, Black Spade will be liable for all such claims.

 

   

Prior to the consummation of the Initial Public Offering, on March 4, 2021, the Sponsor purchased 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Subsequently, (i) on June 28, 2021, the Sponsor surrendered and forfeited 1,437,500 Founder Shares for no consideration, (ii) on July 13, 2021, the Sponsor transferred an aggregate of 950,000 Founder Shares to the other Initial Shareholders including the directors, officers, advisory committee members of Black Spade and certain employees of certain affiliates of the Sponsor, and (iii) in connection with the partial exercise of underwriters’ over-allotment option in the Initial Public Offering, the Initial Shareholders collectively surrendered and forfeited 87,500 Founder Shares. In aggregate, the Sponsor currently holds 3,294,274 Founder Shares, and the Initial Shareholders collectively hold 4,225,000 Founder Shares. Such Founder Shares held by the Initial Shareholders would become worthless if Black Spade does not complete a business combination within the applicable time period, as the Initial Shareholders waived any right to redemption with respect to these shares. Such Founder Shares have an aggregate market value of approximately $43,390,750 based on the closing price of the BSAQ Class A Ordinary Shares of $10.27 on the NYSE American on July 20, 2023. Such Founder Shares will be cancelled and in exchange thereof entitle their holders to receive in aggregate 4,225,000 VinFast ordinary shares (including 3,294,274 VinFast ordinary shares for the Sponsor) in connection with the Business Combination and have an aggregate value of $42,250,000 (including an aggregate value of $32,942,740 for VinFast ordinary shares to be held by the Sponsor), based upon the per share value implied in the Business Combination of $10.00 per VinFast ordinary share. Under the Sponsor Support Agreement, the Sponsor, in its capacity as the holder of at least majority of the BSAQ Class B Ordinary Shares, has agreed to waive any anti-dilution adjustment to the

 

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conversion ratio set forth in the BSAQ Governing Document with respect to BSAQ Class B Ordinary Shares that may result from the issuance of VinFast ordinary shares in connection with the Business Combination or any private placement or placements in relation to the Business Combination.

 

   

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,380,000 Private Placement Warrants in a private placement of Black Spade, generating gross proceeds to Black Spade of $6,380,000. The Private Placement Warrants would become worthless if Black Spade does not complete a business combination within the required time period. Such warrants have an aggregate market value of approximately $1,212,200, based on the closing price of the Public Warrants of $0.1900, on the NYSE American on July 20, 2023.

 

   

In connection with the Sponsor Backstop Commitment, the Sponsor has agreed that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) will 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 Trust Account (after giving effect to the Black Spade Shareholders redemption).

 

   

Black Spade’s Initial Shareholders, including its Sponsor, officers and directors, and their respective affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Black Spade’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Black Spade fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Black Spade may not be able to reimburse these expenses if the Business Combination with VinFast or another business combination is not completed by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles). As of June 30, 2023, there are $100 of unpaid reimbursable expenses.

 

   

The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

 

   

Given the difference between the purchase price that the Sponsor paid for the Founder Shares and the price of the Public Shares and considering that the Sponsor would receive a substantial amount of VinFast ordinary shares in connection with the Proposed Transactions, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post-Business Combination company.

 

   

The current directors and officers of Black Spade will continue to be indemnified by Black Spade and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination.

 

   

Since its inception, the Sponsor has made loans from time to time to Black Spade to fund certain capital requirements. On October 25, 2022, Black Spade issued the First Working Capital Note to its Sponsor. On February 3, 2023, Black Spade issued the Second Working Capital Note to its Sponsor. The Working Capital Notes do not bear interest and shall be payable in full upon the consummation of an initial business combination. Pursuant to the Sponsor Support Agreement, subject to and concurrently with the Closing, (i) the aggregate face value of the Working Capital Notes will be converted to and deemed to be an interest-free loan from the Sponsor to VinFast, payable on the date that is no later than the 18th month anniversary of the Closing Date, and (ii) any other working capital loans from (or working capital payables to) the Sponsor or Sponsor parties to Black Spade, to the extent used by Black Spade (or on its behalf) for payment of Black Spade’s transaction costs required to be borne and paid by VinFast pursuant to the Business Combination Agreement will be paid by VinFast, and the balance of such working capital loans (or working capital payables) will be forgiven by the Sponsor or Sponsor parties, as applicable. As of June 30, 2023, there was $600,000 in borrowings outstanding under the First Working Capital Note and $550,000 in borrowings under the

 

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Second Working Capital Note. In addition, the Sponsor is entitled to the monthly payment of up to $10,000 for administrative support services until the completion of a business combination or liquidation of Black Spade. As of June 30, 2023, there is $235,000 outstanding administrative service fee payable due to the Sponsor.

 

   

Black Spade’s Articles contain a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with Black Spade but not offered due to a Black Spade director’s duties to another entity. Black Spade does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in Black Spade’s Articles impacted its search for an acquisition target, and Black Spade was not prevented from reviewing any opportunities as a result of such waiver.

 

   

The current directors and officers of Black Spade will continue to be indemnified by Black Spade and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination.

 

   

The Sponsor and Black Spade’s directors and officers have each entered into a letter agreement pursuant to which they have agreed, among other things, (i) to vote all of the BSAQ Ordinary Shares, including Public Shares and Founder Shares, held by them in favor of the Business Combination, (ii) to waive their redemption rights with respect to such shares in connection with (a) a shareholder vote to approve an amendment to Black Spade’s Articles and (b) the completion of the Business Combination, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Black Spade fails to complete an initial business combination, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold. Other than inducing the underwriters to proceed with the IPO of Black Spade, no other consideration was received for such waivers. As of the date of this proxy statement/prospectus, the Sponsor and Black Spade’s directors and officers, advisory committee members and certain employees of Sponsor’s affiliates own approximately 20% of the issued and outstanding BSAQ Ordinary Shares.

The existence of financial and personal interests of Black Spade’s directors and officers may result in a conflict of interest on part of one or more of them between what they may believe is best for Black Spade and what they may believe is best for themselves in determining whether or not to make their recommendation to vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus. Under Cayman Islands law, directors and officers owe certain fiduciary duties, including, among others, a duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole and a duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose. Directors also owe a duty of care, which is not fiduciary in nature. Accordingly, directors and officers have a duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interest, and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. Black Spade’s directors and officers considered their fiduciary duty and the conflicts of interests, among other matters, in evaluating the Business Combination and in recommending to stockholders that they approve the Business Combination.

 

Q:

What are the U.S. federal income tax consequences of the merger to U.S. Holders of BSAQ Class A Ordinary Shares and warrants?

 

A:

As discussed in more detail below under the section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Tax Treatment of the Merger,” BSAQ and VinFast intend to treat the merger as a taxable exchange of BSAQ Class A Ordinary Shares and warrants (collectively, the “BSAQ Securities”) for VinFast ordinary shares and VinFast warrants (collectively, the “VinFast Securities”), unless BSAQ receives an opinion of counsel of recognized standing to the effect that it is more likely than not that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code (a “Reorganization,” and such opinion, a “Reorganization Tax Opinion”). As discussed in more detail below,

 

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  there are significant factual and legal uncertainties as to whether the merger might qualify as a Reorganization, and there can be no assurance that it will so qualify.

If the merger is a taxable exchange for U.S. federal income tax purposes, U.S. Holders (as defined in the section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations” below) will be required to recognize gain or loss for U.S. federal income tax purposes on the exchange of the BSAQ Securities for the VinFast Securities pursuant to the merger. A U.S. Holder’s gain or loss will be equal to the difference between (i) the fair market value of the VinFast Securities received in the merger and (ii) the U.S. Holder’s adjusted tax basis in the BSAQ Securities surrendered in the merger.

If the merger were to qualify as a Reorganization, U.S. Holders that do not exercise their redemption rights generally would not recognize gain or loss for U.S. federal income tax purposes on the exchange of the BSAQ Securities for the VinFast Securities pursuant to the merger. However, even if the merger does qualify as a Reorganization, U.S. Holders may be required to recognize gain (but not loss) by reason of the application of the PFIC rules, as described in more detail below under the section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Tax Treatment of the Merger—Consequences if the Merger is Treated as a Reorganization” or the application of Section 367 of the Code and the Treasury Regulations promulgated thereunder, as described in more detail below under “Risk Factors—Risks Related to Redemptions—U.S. Holders of BSAQ Class A Ordinary Shares and warrants may be required to recognize gain for U.S. federal income tax purposes regardless of whether the merger qualifies as a Reorganization for U.S. federal income tax purposes.”

All holders of BSAQ Securities are urged to consult with their own tax advisors regarding the potential tax consequences to them of the merger.

 

Q:

Do I have redemption rights?

 

A:

Pursuant to Black Spade’s Articles, holders of the Public Shares may elect to have their Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with Black Spade’s Articles. For illustrative purposes, based on funds in the Trust Account of approximately $28.6 million as of July 20, 2023, the estimated redemption price per share would have been approximately $10.39. If a holder exercises its redemption rights, then such holder will be redeeming its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its share certificates (if any) and a redemption notice (either physically or electronically) to Black Spade’s transfer agent two days prior to the Meeting. See the section titled “Extraordinary General Meeting of Black Spade Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

 

Q:

Are there any limitations on redemption rights?

 

A:

Yes. Black Spade’s Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering (“IPO”), which Black Spade refers to as the “Excess Shares,” without its prior consent. Black Spade believes this restriction will discourage shareholders of Black Spade from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against the Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting Black Spade Shareholders’ ability to redeem no more than 15% of the shares sold in the IPO without Black Spade’s consent, Black Spade believe it will limit the ability of a small group of

 

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  shareholders to unreasonably attempt to block its ability to complete its initial business combination, particularly in connection with the Business Combination, which require as a closing condition that Black Spade has a minimum net worth or a certain amount of cash. However, Black Spade would not be restricting Black Spade Shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination.

In addition, Black Spade’s Articles provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether or not you are a holder of BSAQ Class A Ordinary Shares on the Record Date (so long as you are a holder at the time of exercise), or whether you vote your BSAQ Class A Ordinary Shares for or against on any proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the NYSE American.

 

Q:

How do I exercise my redemption rights?

 

A:

If you are a holder of the Public Shares and wish to exercise your redemption rights, you must demand that Black Spade redeem your shares for cash no later than 5:00 p.m. Eastern Time on August 8, 2023, being two business days prior to the Meeting, by (A) submitting your request in writing to Continental, Black Spade’s transfer agent, at the address listed at the end of this section, in which you (i) request that Black Spade redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and (B) delivering your share certificates (if any) together with the redemption forms to Black Spade’s transfer agent physically or electronically using DTC’s DWAC (Deposit Withdrawal at Custodian) system. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or share certificates (if any) together with the redemption notices delivered electronically. If you do not submit a written request and deliver your share certificates as described above, your shares will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering the share certificate (if any) together with the redemption forms through the DWAC system. The transfer agent will typically charge the tendering broker $100.0 and it would be up to the broker whether or not to pass this cost on to the holder of the shares being redeemed.

Any holder of the Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that his shares be redeemed for a full pro rata portion of the amount then in the Trust Account. Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are no owed but unpaid income taxes on the funds in the Trust Account as of the date of this proxy statement/prospectus. However, under Cayman Islands law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the Public Shareholders exercising redemption rights, regardless of whether such holders vote for or against any proposal described by this proxy statement/prospectus. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of the Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Meeting. If you deliver your share certificates (if any) together with the redemption forms for redemption to Black Spade’s transfer agent and later decide prior to the Meeting not to elect redemption, you may request that Black Spade’s transfer agent return the shares (physically or electronically). You may make such request by contacting Black Spade’s transfer agent at the address listed at the end of this section.

 

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Any corrected or changed proxy card or written demand of redemption rights must be received by Black Spade before the applicable deadline specified in this proxy statement/prospectus. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Black Spade’s transfer agent in the manner described above no later than two business days prior to the vote at the Meeting.

Black Spade’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company

1 State Street—30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

Email: proxy@continentalstock.com

If a holder of the Public Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, Black Spade will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your BSAQ Class A Ordinary Shares for cash and will not be entitled to VinFast ordinary shares with respect to your BSAQ Class A Ordinary Shares upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of the Public Shares who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the cash in the Trust Account. In such case, Black Spade will promptly return any share certificates (if any) together with the redemption forms delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the liquidation of Black Spade.

This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith due to potential claims of creditors.

If you are a holder of the Public Shares and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold. Your Public Warrants will be exchanged for VinFast warrants upon consummation of the Business Combination, with each warrant exercisable for one VinFast ordinary share at a purchase price of $11.50. Assuming the maximum redemptions scenario and based on a closing market price of $0.1900 per Public Warrant on July 20, 2023, the aggregate value of the Public Warrants that may be retained by redeeming shareholders, after redeeming their shares, would be approximately $1.61 million.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

A U.S. Holder (as defined in the section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations” below) of BSAQ Class A Ordinary Shares that exercises its redemption rights may be treated as selling BSAQ Class A Ordinary Shares, resulting in the recognition of gain or loss. However, there are certain circumstances in which the redemption may instead be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants) at the relevant time. As discussed in more detail below, Black Spade believes that it will be a passive foreign investment company (“PFIC”) with respect to its current taxable year. In that case, the U.S. federal income tax treatment of any income or gain recognized by a U.S. Holder that exercises its redemption rights will depend on the application of the PFIC rules discussed below and whether the U.S. Holder has made a PFIC Election (as defined below) with respect to its BSAQ Class A Ordinary Shares. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the sections titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Redemption of BSAQ Class A Ordinary Shares” and “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

 

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Q:

If I am a Public Warrant holder, can I exercise redemption rights with respect to my Warrants?

 

A:

No. The holders of Public Warrants have no redemption rights with respect to such securities. Each Public Warrant will be exchanged for one VinFast warrant upon consummation of the Business Combination, which will be exercisable for one VinFast ordinary share at a purchase price of $11.50.

 

Q:

If I am a Unit holder, can I exercise redemption rights with respect to my Units?

 

A:

No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental, Black Spade’s transfer agent, with written instructions to separate such Units into the Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See the section titled “How do I exercise my redemption rights?” above. The address of Continental is listed under the section titled “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of the Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

 

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

 

A:

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Public Shareholders are still entitled to exercise the rights of redemption in respect to their Public Shares as set out herein, and Black Spade’s Board of Directors has determined that the redemption proceeds payable to Public Shareholders who exercise such redemption rights represent the fair value of those shares. See the section titled “Proposal No. 2—The Merger Proposal—Appraisal Rights Under the Cayman Companies Act” for additional information. Holders of Public Warrants or Units do not have appraisal rights in respect to such securities in connection with the Business Combination under the Cayman Companies Act.

 

Q:

Can I exercise redemption rights and dissenter rights under the Cayman Companies Act?

 

A:

No. Any holder of Public Shares who elects to exercise appraisal rights under Section 238 of the Cayman Companies Act will lose their right to have their Public Shares redeemed in accordance with Black Spade’s Articles. The certainty provided by the redemption process may be preferable for holders of Public Shares wishing to exchange their Public Shares for cash. This is because such appraisal rights are likely to be lost and extinguished, including where Black Spade and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Act, in which case any holder of Public Shares who had sought to exercise appraisal rights would only be entitled to receive the merger consideration comprising one VinFast ordinary share for each of their Public Shares (subject to adjustment as set out herein). See the section titled “Proposal No. 2—The Merger Proposal—Appraisal Rights Under the Cayman Companies Act” for additional information.

 

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Q:

What will happen to my BSAQ Ordinary Shares as a result of the Business Combination?

 

A:

If the Business Combination is completed, each Eligible BSAQ Share will become one VinFast ordinary share, subject to adjustment as set out herein.

 

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

Of the net proceeds of the Initial Public Offering (including underwriters’ exercise of over-allotment option) and simultaneous sale of Private Placement Warrants, a total of $169,000,000 was placed in the Trust Account immediately following the Initial Public Offering and the exercise of the over-allotment option. After consummation of the Business Combination, the funds in the Trust Account will be used by Black Spade to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with VinFast and to repay any loans owed by Black Spade to Sponsor. Any remaining funds will be paid to VinFast (or as otherwise designated in writing by VinFast to Black Spade prior to the Closing) and used for working capital and general corporate purposes of VinFast.

 

Q:

What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

The Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is substantially reduced as a result of redemptions by the Public Shareholders. To the extent that there are fewer Public Shares and Public Shareholders, the trading market for the VinFast ordinary shares may be less liquid than the market was for the BSAQ Class A Ordinary Shares prior to the Business Combination, and VinFast may not be able to meet the listing standards of a Qualified Stock Exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to VinFast to be used in its business following the consummation of the Business Combination.

 

Q:

What happens if the Business Combination is not consummated?

 

A:

If Black Spade does not complete the Business Combination with VinFast or another business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), Black Spade shall cease all operations except for the purpose of winding up, must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (excluding interest earned and dissolution expenses) in accordance with Black Spade’s Articles and, as promptly as reasonably possible following such redemption, subject to the approval of Black Spade’s remaining shareholders and Black Spade’s Board of Directors, liquidate and dissolve. The Sponsor and Black Spade’s officers and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected in the required time period, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Black Spade’s outstanding warrants. Accordingly, the warrants will expire worthless.

 

Q:

When do you expect the Business Combination to be completed?

 

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set on August 10, 2023; however, such Meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section titled “Proposal One—The Business Combination Proposal—General—Merger Consideration.”

 

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Q:

What do I need to do now?

 

A:

Black Spade urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or Public Warrant holder of Black Spade. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:

Who will solicit and pay the cost of soliciting proxies?

 

A:

Black Spade has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow Sodali”), to assist in soliciting proxies for the Meeting. Black Spade has agreed to pay Morrow Sodali a fee of $15,000.0, plus disbursements. Black Spade will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Black Spade will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of BSAQ Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of BSAQ Ordinary Shares, and in obtaining voting instructions from those owners. Black Spade’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

How do I vote?

 

A:

If you are a holder of record of BSAQ Ordinary Shares at the close of business on the Record Date, you may vote by (a) attending the Meeting in person (virtually) or (b) by submitting a proxy for the Meeting. If you choose to attend the Meeting virtually, you will need to visit https://www.cstproxy.com/blackspadeacquisition/egm2023, and enter the control number found on your proxy card. You may vote during the Meeting by following instructions available on the meeting website during the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Meeting. As a result, your Public Shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. If you are a shareholder of record of BSAQ Ordinary Shares as of the close of business on the Record Date, you can change or revoke your proxy before it is voted at the Meeting in one of the following ways:

 

   

submit a new proxy card bearing a later date so that it is received no later than 48 hours prior to the vote at the Meeting (or in case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

 

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give written notice of your revocation to Black Spade, which notice must be received by Black Spade no later than 48 hours prior to the vote at the Meeting (or in case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting); or

 

   

vote electronically at the Meeting by visiting and entering the control number found on your proxy card. Please note that your attendance at the Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the Record Date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

 

Q:

What happens if I fail to take any action with respect to the Meeting?

 

A:

If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of VinFast. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of Black Spade.

 

Q:

What should I do with my shares and/or warrant certificates?

 

A:

Public Warrant holders should not submit their warrant certificates (if any) now and those shareholders who do not elect to have their Public Shares redeemed for their pro rata share of the Trust Account should not submit their share certificates (if any) now. After the consummation of the Business Combination, Black Spade’s transfer agent will send instructions to Black Spade Shareholders and warrant holders regarding the exchange of their BSAQ Ordinary Shares and Black Spade Warrants for VinFast ordinary shares and VinFast warrants, respectively. Black Spade Shareholders who exercise their redemption rights must deliver their share certificates (if any) and redemption notice to Black Spade’s transfer agent (either physically or electronically) at least two business days prior to the vote at the Meeting.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your BSAQ Ordinary Shares.

 

Q:

Who can help answer my questions?

 

A:

To obtain additional copies of this proxy statement/prospectus, at no cost, and ask any questions you may have about the proposals described therein, please contact:

Investor Relations

Black Spade Acquisition Co

Suite 2902, 29/F, The Centrium

60 Wyndham Street, Central

Hong Kong

Email: ir@blackspadeacquisition.com

 

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You may also obtain these documents at no cost by requesting them in writing or by telephone from Black Spade’s proxy solicitation agent and ask any questions about how to vote or direct a vote in respect of your shares of BSAQ Ordinary Shares at the following address, telephone number and email:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Individuals, please call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call: (203) 658-9400

E-mail: BSAQ.info@investor.morrowsodali.com

You may contact Black Spade’s transfer agent at the following address and emails for redemption and proxy matters respectively:

Continental Stock Transfer & Trust Company

1 State Street — 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

Or

Continental Stock Transfer & Trust Company

1 State Street—30th Floor

New York, New York 10004

Email: proxy@continentalstock.com

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

 

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes, to fully understand the Business Combination Agreement, the Business Combination and the other matters being considered at the Meeting of Black Spade Shareholders. For additional information, see the section titled “Where You Can Find More Information.” Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Parties to the Business Combination

VinFast Auto Ltd.

VinFast is an innovative, full-scale mobility platform focused primarily on designing and manufacturing premium EVs, electric scooters (“e-scooters”) and electric buses (“e-buses”). VinFast’s initial EV product line is an all-new range of fully-electric A- through E-segment SUVs, the first of which began production in December 2021. VinFast focuses strategically and exclusively on EVs and fully phased out production of ICE vehicles in 2022 in order to execute on its vision of creating an e-mobility ecosystem built around customers, community and connectivity alongside its new vehicle roll-out. VinFast plans to deliver on this strategy by leveraging its manufacturing expertise and strong track record of producing ICE vehicles and e-scooters. VinFast started producing e-scooters in 2018, passenger cars (ICE vehicles) in 2019 and e-buses in 2020. VinFast has delivered approximately 105,000 vehicles (primarily ICE vehicles) and approximately 182,000 e-scooters through the end of June 2023. Innovation is at the heart of everything VinFast does. VinFast focuses on achieving operational efficiency and technological integration, and seeks to continuously improve its processes to deliver world-class products.

For more information regarding VinFast, see the section titled “VinFast’s Business.”

The mailing address of VinFast’s principal executive office is Dinh Vu – Cat Hai Economic Zone, Cat Hai Islands, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam and its telephone number is +(84) 2259396-9999.

Black Spade Acquisition Co

Black Spade is a blank check company whose business purpose is to effect a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. For more information regarding Black Spade, see the section titled “Information about the Companies—Black Spade Acquisition Co.”

The mailing address of Black Spade’s principal executive office is Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong, and its telephone number is +(852) 3955-1316.

Nuevo Tech Limited

Merger Sub is a newly formed Cayman Islands exempted company and a wholly owned subsidiary of VinFast. Merger Sub was formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for VinFast.

The Business Combination Agreement

The terms and conditions of the merger of Merger Sub with and into Black Spade, with Black Spade surviving the merger as a wholly owned subsidiary of VinFast (the “Business Combination”) are contained in the

 

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Business Combination Agreement. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement) and Black Spade encourages Black Spade Shareholders to read it in its entirety, as it is the legal document that governs the Business Combination.

On May 12, 2023, Black Spade, VinFast and Merger Sub entered into the original Business Combination Agreement. On June 14, 2023, Black Spade, VinFast and Merger Sub entered into the First Amendment to Business Combination Agreement to expand the definition of “Qualified Stock Exchange” to include NYSE American in addition to the Nasdaq and NYSE originally covered under that definition.

If the Business Combination Agreement is approved and adopted and the Business Combination is consummated, Merger Sub will merge with and into Black Spade, with Black Spade surviving the amalgamation. As a result of the Business Combination, and upon consummation of the Transactions, Black Spade will become a wholly owned subsidiary of VinFast, with the securityholders of Black Spade becoming securityholders of VinFast.

The following diagrams illustrate in simplified terms the current structure of Black Spade and VinFast and the expected structure of VinFast upon the Closing.

Simplified Pre-Business Combination Structure

 

LOGO

 

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Simplified Post-Business Combination Structure*

 

LOGO

Notes:

*

Assumes no redemptions scenario and no Black Spade Warrants are exercised at Closing.

(1)

Merger Sub will merge with and into Black Spade with Black Spade surviving as a wholly-owned subsidiary of VinFast.

(2)

The Sponsor and the other Black Spade Initial Shareholders will hold approximately 0.2% of the outstanding VinFast ordinary shares immediately following consummation of the Business Combination.

(3)

The Black Spade Public Shareholders will hold approximately 0.7% of the outstanding VinFast ordinary shares immediately following consummation of the Business Combination.

(4)

VinFast Shareholders will hold approximately 99.1% of the outstanding VinFast ordinary shares immediately following consummation of the Business Combination.

Merger Consideration

Pursuant to the Business Combination Agreement and the Warrant Assumption Agreement, with respect to BSAQ Shareholders:

 

   

immediately prior to the Effective Time, each issued and outstanding Unit will be automatically separated and the holder thereof will be deemed to hold one BSAQ Class A Ordinary Share and one-half of one Public Warrant (with any fractional Public Warrant that a holder may otherwise be entitled to receive upon such separation being rounded down to the nearest whole number without any cash payment in lieu of such fractional Public Warrant);

 

   

at the Effective Time, (i) each BSAQ Class B ordinary share of Black Spade that is issued and outstanding immediately prior to the Effective Time will be converted into one VinFast ordinary share; (ii) each BSAQ Class A Ordinary Share that is issued and outstanding immediately prior to the Effective Time (other than such BSAQ Class A Ordinary Shares that are treasury shares, validly redeemed shares, or BSAQ Dissenting Shares (as defined below)) will be converted into one VinFast ordinary share, and (iii) each issued and outstanding BSAQ Class A Ordinary Share that is held by any person who has validly exercised and not effectively withdrawn or lost their right to dissent from the

 

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Business Combination in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands (the “BSAQ Dissenting Share”) will be cancelled and carry no right other than the right to receive the payment of the fair value of such BSAQ Dissenting Share determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands; and

 

   

at the Effective Time, each issued and outstanding Black Spade Warrant will be converted into a VinFast Warrant, which will be on the same terms and conditions as the applicable Black Spade Warrant (as amended by the Warrant Assumption Agreement).

Pursuant to the Business Combination Agreement, with respect to VinFast Shareholders and its directors and employees:

 

   

immediately prior to the Effective Time, (i) the Constitution will be adopted and become effective, and (ii) VinFast will effect a share consolidation or subdivision such that each ordinary share in the capital of VinFast, as of immediately prior to the Recapitalization (as defined below) (collectively, the “Pre-Recapitalization VinFast Shares”) immediately prior to the Effective Time, will be consolidated or divided into a number of shares equal to the Adjustment Factor (as defined below) (items (i) through (ii), the “Recapitalization”). The “Adjustment Factor” is a number resulting from dividing the Per Share VinFast Equity Value by $10.00. The “Per Share VinFast Equity Value” is obtained by dividing (i) the equity value of VinFast (being $23,000,000,000) by (ii) the aggregate number of Pre-Recapitalization VinFast Shares that are issued and outstanding immediately prior to the Recapitalization. Upon the Recapitalization, each VinFast ordinary share, as of immediately after the Recapitalization will have a value of $10.00; and

 

   

if VinFast’s reported consolidated revenue for fiscal year 2023 is at least $1,875,000,000, VinFast at its option may issue such number of free bonus VinFast ordinary shares (or Equity Securities representing VinFast ordinary shares) valued at up to $50,000,000 based on an issue price of $10.00 per share (as adjusted for share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), to the directors, executives, managers and employees of VinFast and its subsidiaries, as determined in the sole discretion of the compensation committee of the board of directors of VinFast.

Agreements Entered into in Connection with the Business Combination Agreement

VinFast Shareholders Support Agreement

Concurrently with the execution of the Business Combination Agreement, BSAQ, VinFast and all VinFast Shareholders entered into a shareholders support and lock-up agreement and deed (the “VinFast Shareholders Support Agreement”), pursuant to which each VinFast Shareholder agreed to, among other things, (i) attend any VinFast Shareholder meeting to establish a quorum for the purpose of approving the Business Combination, and (ii) vote the Pre-Recapitalization VinFast Shares and any other VinFast securities acquired by such VinFast Shareholder in favor of approving the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

In addition, pursuant to the VinFast Shareholders Support Agreement, each VinFast Shareholder also agreed not to transfer, during a period of 180 days from and after the Closing Date, subject to customary exceptions, (i) any VinFast ordinary shares held by such VinFast Shareholder immediately after the Closing, excluding any VinFast ordinary shares acquired in open market transactions after the Closing, (ii) any VinFast ordinary shares received by such VinFast Shareholder upon the exercise, conversion or settlement of options or warrants held by such VinFast Shareholder immediately after Closing (along with such options or warrants themselves), and (iii) any VinFast equity securities issued or issuable with respect to any securities referenced in clauses (i) and (ii) by way of share dividend or share split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

 

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Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, VinFast, BSAQ, Sponsor and certain other holders of BSAQ Class B Ordinary Shares (each, and together with the Sponsor, the “Sponsor Parties”) entered into a sponsor support and lock-up agreement and deed, and on June 14, 2023, VinFast, BSAQ and Sponsor entered into the first amendment to sponsor support and lock-up agreement and deed (the “Sponsor Support Agreement”), pursuant to which each Sponsor Party agreed to, among other things, (i) attend the extraordinary general meeting of BSAQ to establish a quorum for the purpose of approving the Business Combination, and (ii) vote the BSAQ Class B Ordinary Shares, and any other BSAQ securities acquired by such Sponsor Party in favor of approving the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

In addition, pursuant to the Sponsor Support Agreement, each Sponsor Party also agreed not to transfer, during a period of 12 months from and after the Closing Date, subject to customary exceptions, (i) any VinFast ordinary shares held by such Sponsor Party immediately after the Closing excluding such number of VinFast ordinary shares equal to the number of VinFast ordinary shares purchased in connection with the Sponsor backstop investment and any VinFast ordinary shares acquired in the open market transactions after the Closing (“Sponsor Unrestricted Securities”), (ii) any VinFast ordinary shares received by such Sponsor Party upon the exercise, conversion or settlement of options or warrants held by such Sponsor Party immediately after the Closing (along with such options or warrants themselves), and (iii) any VinFast equity securities issued or issuable with respect to any securities referenced in clauses (i) and (ii) by way of share dividend or share split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction. However, if the number and/or market value of Sponsor Unrestricted Securities is not sufficient for purposes of VinFast’s satisfaction of any listing requirements of the applicable Qualified Stock Exchange, then VinFast and the Sponsor may mutually agree to exclude additional VinFast ordinary shares held by the Sponsor from the Lock-Up Securities (as defined in the Sponsor Support Agreement) so that such listing requirements can be satisfied.

In addition, pursuant to the Sponsor Support Agreement, the Sponsor has agreed that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) will 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 Trust Account (after giving effect to the redemption of BSAQ Shareholders). Pursuant to the Sponsor Support Agreement, for the period from the Closing until the earlier of (i) the date on which the Sponsor ceases to own at least 1,000,000 VinFast ordinary shares and (ii) December 31, 2024, the Sponsor will have the right to designate one observer to attend all meetings of the VinFast board of directors in a non-voting observer capacity.

Registration Rights Agreement

At the Closing, VinFast, BSAQ, certain equityholders of BSAQ and certain equityholders of VinFast will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which VinFast will agree to use its reasonable best efforts to file a shelf registration statement with respect to the registrable securities defined therein within 60 days of the Closing. Pursuant to the Registration Rights Agreement, certain current equityholders of BSAQ and certain current equityholders of VinFast may request to sell all or a portion of their registrable securities in an underwritten offering; provided that VinFast will only be obligated to effect an underwritten takedown if such underwritten offering will include registrable securities proposed to be sold with a total offering price reasonably expected to exceed, in the aggregate, $50,000,000. VinFast will also agree to provide customary “piggyback” registration rights. The Registration Rights Agreement will provide that VinFast will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities.

 

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Warrant Assumption Agreement

At the Closing, VinFast, BSAQ and Continental Stock Transfer & Trust Company will enter into a Warrant Assumption Agreement of that certain warrant agreement, dated July 15, 2021, by and between BSAQ and Continental Stock Transfer & Trust Company (the “Existing Warrant Agreement”), pursuant to which, among other things, effective as of the Effective Time, VinFast will assume the obligations of BSAQ under the Existing Warrant Agreement to VinFast.

The Merger Proposal

The Black Spade Shareholders will vote on a proposal to authorize and approve by way of special resolution the Plan of Merger made in accordance with the provisions of Section 233 of the Cayman Companies Act and the Business Combination. A copy of the Plan of Merger is attached as Annex B to this proxy statement/prospectus. See the section titled “Proposal No. 2—The Merger Proposal.”

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the chairman of the Meeting to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the Business Combination Proposal and the Merger Proposal or if holders of BSAQ Class A Ordinary Shares have elected to redeem an amount of BSAQ Class A Ordinary Shares such that Black Spade would have less than $5,000,001 of net tangible assets. See the section titled “Proposal No. 3—The Adjournment Proposal.”

Date, Time and Place of the Meeting

The Meeting will be held at 9:00 a.m., Eastern Time, on August 10, 2023, virtually via live webcast at https://www.cstproxy.com/blackspadeacquisition/egm2023, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals.

Voting Power; Record Date

Black Spade Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned BSAQ Class A Ordinary Shares at the close of business on the Record Date. Black Spade Shareholders will have one vote for each BSAQ Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Black Spade Warrants do not have voting rights. As of the close of business on the Record Date, there were 6,974,285 BSAQ Ordinary Shares outstanding, of which 2,749,285 were Public Shares with the rest being held by the Initial Shareholders.

Redemption Rights

Pursuant to Black Spade’s Articles, holders of the Public Shares may seek to redeem their shares for cash regardless of whether they vote for or against, or whether they abstain from voting on, any proposal described by this proxy statement/prospectus. Holders of the Public Shares (whether or not they are holders on the Record Date) will be entitled to receive cash for these shares only if they demand that Black Spade redeem their shares for cash no later than 5:00 p.m. Eastern Time on August 8, 2023 (two business days prior to the vote at the Meeting) by (A) submitting their request in writing to Continental Stock Transfer & Trust Company, Black Spade’s transfer agent in which they: (i) request that Black Spade redeem all or a portion of their shares for cash, and (ii) identify themselves as the beneficial holder of the Public Shares and provide their legal name, phone

 

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number and address; and by (B) either tendering their share certificates (if any) to Continental Stock Transfer & Trust Company, Black Spade’s transfer agent, or delivering their shares to the transfer agent electronically using DTC’s DWAC (Deposit Withdrawal at Custodian) system. If the Business Combination is not completed, these shares will not be redeemed for cash. In such case, Black Spade will promptly return any shares delivered by public holders for redemption and such holders may only share in the assets of the Trust Account upon the liquidation of Black Spade. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of the Public Shares properly demands redemption, Black Spade will redeem each Public Share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of July 20, 2023, this would amount to approximately $10.39 per share. If a holder of the Public Shares exercises its redemption rights, then it will be exchanging its ordinary shares of Black Spade for cash and will no longer own the shares. See the section titled “Extraordinary General Meeting of Black Spade Shareholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

The Business Combination will not be consummated if Black Spade (as the surviving company of the Business Combination) will have net tangible assets of less than $5,000,001 after taking into account holders that have properly demanded redemption of their Public Shares, upon the consummation of the Business Combination, and cash and the proceeds of any private placement.

Holders of Public Warrants will not have redemption rights with respect to such securities. Holders of Units must separate the underlying BSAQ Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

Appraisal Rights under the Cayman Companies Act

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Public Shareholders are still entitled to exercise the rights of redemption in respect to their Public Shares as set out herein, and Black Spade’s Board of Directors has determined that the redemption proceeds payable to Public Shareholders who exercise such redemption rights represent the fair value of those shares. See the section titled “Proposal No. 2—The Merger Proposal—Appraisal Rights Under the Cayman Companies Act” for additional information.

Holders of Public Warrants and Units do not have appraisal rights in respect to such securities in connection with the Business Combination under the Cayman Companies Act.

Proxy Solicitation

Proxies may be solicited by mail, telephone, on the internet or in person. Black Spade has engaged Morrow Sodali to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section titled “Extraordinary General Meeting of Black Spade Shareholders—Revoking Your Proxy.”

Black Spade’s Board of Directors’ Reasons for Approval of the Proposed Transaction

In evaluating the Proposed Transactions and making the above determinations and its recommendation, Black Spade’s Board of Directors consulted with its advisors and its management and considered a number of factors, including, but not limited to, the factors discussed below. In light of the wide number and complexity of the factors considered in connection with its evaluation of the Proposed Transactions, Black Spade’s Board of

 

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Directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Black Spade’s Board of Directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Black Spade’s Board of Directors’ reasons for the Proposed Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Black Spade’s Board of Directors considered a number of factors pertaining to the Proposed Transactions as generally supporting its decision to enter into the Business Combination Agreement, the Ancillary Agreements and the transactions contemplated thereby. Before reaching its decision to approve the Proposed Transactions, Black Spade’s Board of Directors reviewed the results of due diligence conducted by Black Spade’s management and by Black Spade’s legal and financial advisors, which included, among other things:

 

   

extensive meetings with VinFast’s management team;

 

   

research on the EV industry, including historical growth trends and market share information, as well as growth projections;

 

   

analysis of VinFast’s production capacity, delivery schedule and planned expansion strategy and operations;

 

   

review of VinFast’s material contracts regarding financials, tax, legal, accounting, and information technology;

 

   

VinFast’s technology and intellectual property;

 

   

financial and valuation analysis of VinFast and the Business Combination;

 

   

reports related to financial and legal diligence prepared by external advisors; and

 

   

assessment of VinFast’s readiness to list as a public company.

Black Spade’s Board of Directors ultimately determined that the decision to pursue a business combination with VinFast over the Other Potential Acquisitions was generally the result of, but not limited to, one or more of the following reasons:

 

   

the determination of Black Spade’s management and the Sponsor that: (i) the market opportunity was substantial, and (ii) VinFast was an attractive investment opportunity because of its leadership position in Vietnam and its growth opportunity globally;

 

   

the determination that the combination of Black Spade and VinFast has the potential to increase substantially the likelihood of VinFast achieving its growth potential and thereby create shareholder value; and

 

   

the determination of Black Spade’s management and the Sponsor that VinFast was a more viable opportunity than the Other Potential Acquisitions.

Specifically, Black Spade’s Board of Directors considered a number of factors pertaining to the Proposed Transactions as generally supporting its decision to approve the entry into the Business Combination Agreement and the transactions contemplated therein, including but not limited to, the following material factors:

 

   

Market leader in Vietnam with Execution Excellence. Since its establishment, VinFast has gained significant brand recognition in Vietnam. Within 18 months from product launch, VinFast achieved the leading market share in Vietnam for each of its product segments. After transforming into a pure-play manufacturer of EVs, VinFast quickly dominated the domestic EV market, achieving preeminent market share.

 

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Foundational Support from Vingroup. VinFast has a strong competitive advantage due to its relationship with Vingroup, one of Vietnam’s largest conglomerates, which provides the company with significant financial and strategic support. As a part of one of Vietnam’s largest private sector business groups, VinFast benefits from a wide range of synergies, relationships, and financial support from Vingroup and its major shareholders. Between 2017 and March 31, 2023, Vingroup, its affiliates, and external lenders have deployed approximately $9.3 billion to fund VinFast’s operating expenses and capital expenditures. VinFast may also benefit from demand for EVs from Vingroup affiliates such as Green and Smart Mobility Joint Stock Company (“GSM”), which announced in March 2023 its intention to offer EV and e-scooter rental and taxi services in Vietnam and whose fleet will consist of VinFast EVs and e-scooters.

 

   

Readiness to List. VinFast has previously prepared for a traditional IPO, including the filing of Form F-1 with the SEC, and has demonstrated its readiness to transition into a publicly listed company.

 

   

Diverse Range of EVs Catering to Various Market Segments. VinFast has various EV models and has launched and expects to launch new models in 2023 to cater to customers with diverse preferences and needs. Besides passenger cars, VinFast’s product portfolio also covers other segments of the EV market, such as e-buses and e-scooters. The wide range of electric vehicles helps VinFast to reach various market segments and a broad customer base.

 

   

Advanced Manufacturing Capabilities. VinFast operates advanced and highly automated EV manufacturing facilities in Southeast Asia, boasting a maximum production capacity of up to 300,000 EVs annually. This capacity sets it apart from many of its peers with self-operated production facilities. With the backing of Vingroup and access to the capital market as a listed company, VinFast is better positioned to access ample funding to finance its capex plan in the future. The manufacturing plant located in Hai Phong, the third-largest city in Vietnam and home to one of its largest deep-sea ports, offers a competitive advantage in logistics as VinFast ships its vehicles globally. The fully operational production plant enables the company to ramp up production swiftly to meet increasing demand and generate higher revenue growth while minimizing execution risks. VinFast’s highly integrated business model, with many processes completed on-site, results in fewer production delays and lower costs.

 

   

First-Mover Advantage in Mass EV Productions. VinFast’s prior experience as a leading manufacturer of ICE vehicles enables it to transition to EV production swiftly and with less execution risk, resulting in a more efficient production process. The company launched its VF e34 SUV in 2021, marking the first EV produced in Vietnam and consolidating VinFast’s position as a market leader in the emerging EV market in the country. VinFast’s cutting-edge technology and robust production capability give it a competitive advantage over EV manufacturers that have not yet achieved mass production.

 

   

Shareholder Liquidity. The Business Combination Agreement stipulates that ordinary shares of VinFast issued as consideration must be listed on a major U.S. stock exchange, which Black Spade’s Board believes has the potential to offer shareholders greater liquidity.

 

   

Existing Customer and Supplier Relationships. VinFast has forged crucial strategic partnerships with multiple OEMs and entered into commercial engagements with marquee industry participants. The company’s diversified battery sourcing policy mitigates risk from any individual supplier, while concurrently, it is developing its own battery technology, which will yield greater integration, efficiency, and cost benefits.

 

   

Unique Position at the Heart of the Vehicle Data Ecosystem. VinFast has established a broad range of strategic partnerships with leading companies across different sectors, including technology firms, transportation companies, vehicle manufacturers, and data processing firms. In addition to these partnerships, VinFast has a diverse range of OEM partnerships. Its strategic position at the center of the vehicle data ecosystem provides VinFast with significant advantages.

 

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Potential Customers in a Wide Variety of Industries. VinFast’s personally identifiable information services find use in a variety of industries, including insurance, fleet services, and dealership sales. Additionally, VinFast’s aggregated data can be utilized to create smarter cities and more efficient transportation.

 

   

Global Reach with a Strong Home Base. VinFast has a global presence, targeting markets across multiple continents, including Asia, North America, and Europe, while many of its competitors operate only regionally. In 2023, VinFast began deliveries and sales to the US market. In addition, it is well positioned to benefit from a substantial domestic market in Vietnam. As a company based in the ASEAN region, which encompasses over 600 million people, VinFast has access to significant markets on its doorstep, along with low-tariff benefits that provide additional financial and commercial advantages.

 

   

Experienced Leadership Team with a Proven Track Record. VinFast is led by an experienced management team in EV industry.

 

   

Due Diligence. The due diligence examinations of Black Spade’s management and financial and legal advisors and discussions with VinFast’s management and financial and legal advisors;

 

   

Lock-Up. Certain equityholders of VinFast have agreed to be subject to a one-hundred and eighty (180) day lockup in respect of their VinFast ordinary shares.

 

   

Other Alternatives. Black Spade’s Board of Directors believes, after a thorough review of other business combination opportunities reasonably available to Black Spade, that the Business Combination, in part taking into account the readiness of VinFast to become a listed company, represents the best potential business combination for Black Spade and the most attractive opportunity for Black Spade’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential combination targets, and Black Spade’s Board of Directors’ belief that such process has not presented a better alternative; and

 

   

Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between Black Spade and VinFast.

Black Spade’s Board of Directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Proposed Transactions, including, but not limited to, the following:

 

   

Business Risks. Black Spade’s Board of Directors considered that there were risks associated with the successful implementation of VinFast’s business plans and uncertainties regarding whether VinFast would be able to realize the anticipated benefits of the Business Combination on the expected timeline or at all, including due to factors outside the parties’ control. Black Spade’s Board of Directors considered the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Black Spade Shareholders may not fully realize these benefits to the extent that they expected to retain the Public Shares following the completion of the Business Combination.

 

   

Industry Risks. Black Spade’s Board of Directors considered the risks that the EV market may not fully develop its growth potential. The EV market and technologies are relatively new, rapidly evolving and highly competitive, which subjects VinFast’s business to uncertainties and challenges relating to the growth and profitability of the EV market as a whole.

 

   

Discontinuation of Support from Vingroup and Its Affiliates. Since its establishment, VinFast has relied heavily on the backing of Vingroup and its affiliates without which the operations of VinFast may be severely affected.

 

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Limited Operating History. VinFast’s limited operating history makes evaluating its business and future prospects difficult.

 

   

Competitive Market. There are a number of global EV companies operating in markets similar to VinFast and competing for the same customer base.

 

   

Systems Update. The need to update VinFast’s financial systems and operations necessary for a public company.

 

   

Potential Delay in Product Launch. VinFast may not roll out its full range of EVs within the expected timescale.

 

   

Regulation. Regulation in VinFast’s industry could increase, which may limit VinFast’s ability to harness vehicle data value, thereby potentially lowering VinFast’s profits.

 

   

Loss of Key Personnel. Key personnel in VinFast’s industry is vital and competition for such personnel is intense. The loss of any key personnel could adversely impact VinFast’s operations.

 

   

Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on revenues of VinFast after the Business Combination.

 

   

Redemption Risk. The potential that a significant number of Black Spade Shareholders elect to redeem their shares prior to the consummation of the merger, which would potentially make the merger more difficult or impossible to complete.

 

   

Shareholder Vote. Black Spade Shareholders may fail to provide the respective votes necessary to effect the merger.

 

   

Closing Conditions. The completion of the merger is conditioned on the satisfaction of certain closing conditions that are not within Black Spade’s control.

 

   

Litigation. The possibility of litigation challenging the Business Combination Agreement or that an adverse judgment granting permanent injunctive relief could delay or prevent consummation of the Business Combination.

 

   

No Third-Party Valuation. Black Spade’s Board of Directors considered the fact that the parties to the Business Combination have not sought any third-party valuation or fairness opinion in connection to the Business Combination.

 

   

Liquidation of Black Spade. The risks and costs to Black Spade if the merger is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Black Spade being unable to effect a business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles).

 

   

Listing Risks. The securities of VinFast after the Business Combination may not be able to list on a major U.S. stock exchange, which could limit investors’ ability to sell their securities.

 

   

Reduced Influence of Black Spade Shareholders. The existing Black Spade Shareholders will hold a minority position in VinFast after the Business Combination. In addition, although for the period from the Closing until the earlier of (i) the date on which the Sponsor ceases to own at least 1,000,000 VinFast ordinary shares and (ii) December 31, 2024, the Sponsor will have the right to designate one observer to attend all meetings of the VinFast board of directors in a non-voting observer capacity, no incumbent director of Black Spade will serve in VinFast after the Business Combination as director. This may reduce the influence that Black Spade’s current shareholder have on the management of the post-combination company.

 

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Fees and Expenses. The risk of the expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination Agreement is consummated.

 

   

Other Risks. Various other risks associated with the Proposed Transactions, the business of the VinFast and the business of Black Spade described under “Risk Factors.”

In addition to considering the factors described above, Black Spade’s Board of Directors also considered that the officers and some of the directors of Black Spade may have interests in the Proposed Transactions as individuals that are different from, or in addition to, those of other shareholders and Warrant holders generally (see “Summary—Interests of Black Spade’s Directors and Officers in the Business Combination”). Black Spade’s independent directors reviewed and considered these interests during their evaluation of the Proposed Transactions and in unanimously approving, as members of Black Spade’s Board of Directors, the Business Combination Agreement and the transactions contemplated therein, including the Proposed Transactions.

Black Spade’s Board of Directors concluded that the potential benefits that it expected Black Spade and its shareholders to achieve as a result of the Proposed Transactions outweighed the potentially negative factors associated with the Proposed Transactions. Accordingly, Black Spade’s Board of Directors unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Proposed Transactions, were advisable and fair to, and in the best interests of, Black Spade and its shareholders.

Interests of Black Spade’s Directors and Officers in the Business Combination

In considering the recommendation of Black Spade’s Board of Directors to vote in favor of approval of the Business Combination Proposal and the Merger Proposal, shareholders should keep in mind that the Sponsor and Black Spade’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Black Spade Shareholders generally. In particular:

 

   

If the Business Combination or another business combination is not consummated by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), Black Spade will (i) cease all operations, except for the purpose of winding up, (ii) redeem 100% of the outstanding Public Shares for cash and, (iii) subject to the approval of its remaining shareholders and Black Spade’s Board of Directors, dissolve and liquidate. On the other hand, if the Business Combination is consummated, each outstanding Eligible BSAQ Share will be converted into one VinFast ordinary share, subject to adjustment described herein.

 

   

If Black Spade is unable to complete a business combination within the required time period, the Sponsor 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 Black Spade for services rendered or contracted for or for products sold to Black Spade, but only if such a vendor or target business has not executed a waiver. If Black Spade consummates a business combination, on the other hand, Black Spade will be liable for all such claims.

 

   

Prior to the consummation of the Initial Public Offering, on March 4, 2021, the Sponsor purchased 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Subsequently, (i) on June 28, 2021, the Sponsor surrendered and forfeited 1,437,500 Founder Shares for no consideration, (ii) on July 13, 2021, the Sponsor transferred an aggregate of 950,000 Founder Shares to the other Initial Shareholders including the directors, officers, advisory committee members of Black Spade and certain employees of certain affiliates of the Sponsor, and (iii) in connection with the partial exercise of underwriters’ over-allotment option in the Initial Public Offering, the Initial Shareholders collectively surrendered and forfeited 87,500 Founder Shares. In aggregate, the Sponsor currently holds 3,294,274 Founder Shares, and the Initial Shareholders

 

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collectively hold 4,225,000 Founder Shares. Such Founder Shares held by the Initial Shareholders would become worthless if Black Spade does not complete a business combination within the applicable time period, as the Initial Shareholders waived any right to redemption with respect to these shares. Such Founder Shares have an aggregate market value of approximately $43,390,750 based on the closing price of the BSAQ Class A Ordinary Shares of $10.27 on the NYSE American on July 20, 2023. Such Founder Shares will be cancelled and in exchange thereof entitle their holders to receive in aggregate 4,225,000 VinFast ordinary shares (including 3,294,274 VinFast ordinary shares for the Sponsor) in connection with the Business Combination and have an aggregate value of $42,250,000 (including an aggregate value of $32,942,740 for VinFast ordinary shares to be held by the Sponsor), based upon the per share value implied in the Business Combination of $10.00 per VinFast ordinary share. Under the Sponsor Support Agreement, the Sponsor, in its capacity as the holder of at least majority of the BSAQ Class B Ordinary Shares, has agreed to waive any anti-dilution adjustment to the conversion ratio set forth in the BSAQ Governing Document with respect to BSAQ Class B Ordinary Shares that may result from the issuance of VinFast ordinary shares in connection with the Business Combination or any private placement or placements in relation to the Business Combination.

 

   

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,380,000 Private Placement Warrants in a private placement of Black Spade, generating gross proceeds to Black Spade of $6,380,000. The Private Placement Warrants would become worthless if Black Spade does not complete a business combination within the required time period. Such warrants have an aggregate market value of approximately $1,212,200, based on the closing price of the Public Warrants of $0.1900, on the NYSE American on July 20, 2023.

 

   

In connection with the Sponsor Backstop Commitment, the Sponsor has agreed that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) will 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 Trust Account (after giving effect to the Black Spade Shareholders redemption).

 

   

Black Spade’s Initial Shareholders, including its Sponsor, officers and directors, and their respective affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Black Spade’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Black Spade fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Black Spade may not be able to reimburse these expenses if the Business Combination with VinFast or another business combination is not completed by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles). As of June 30, 2023, there are $100 of unpaid reimbursable expenses.

 

   

The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

 

   

Given the difference between the purchase price that the Sponsor paid for the Founder Shares and the price of the Public Shares and considering that the Sponsor would receive a substantial amount of VinFast ordinary shares in connection with the Proposed Transactions, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post-Business Combination company.

 

   

Since its inception, the Sponsor has made loans from time to time to Black Spade to fund certain capital requirements. On October 25, 2022, Black Spade issued the First Working Capital Note to its Sponsor. On February 3, 2023, Black Spade issued the Second Working Capital Note to its Sponsor. The Working Capital Notes do not bear interest and shall be payable in full upon the consummation of

 

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an initial business combination. Pursuant to the Sponsor Support Agreement, subject to and concurrently with the Closing, (i) the aggregate face value of the Working Capital Notes will be converted to and deemed to be an interest-free loan from the Sponsor to VinFast, payable on the date that is no later than the 18th month anniversary of the Closing Date and (ii) any other working capital loans from (or working capital payables to) the Sponsor or Sponsor parties to Black Spade, to the extent used by Black Spade (or on its behalf) for payment of Black Spade’s transaction costs required to be borne and paid by VinFast pursuant to the Business Combination Agreement will be paid by VinFast, and the balance of such working capital loans (or working capital payables) will be forgiven by the Sponsor or Sponsor parties, as applicable. As of June 30, 2023, there was $600,000 in borrowings outstanding under the First Working Capital Note and $550,000 in borrowings under the Second Working Capital Note. In addition, the Sponsor is entitled to the monthly payment of up to $10,000 for administrative support services until the completion of a business combination or liquidation of Black Spade. As of June 30, 2023, there is $235,000 outstanding administrative service fee payable due to the Sponsor.

 

   

Black Spade’s Articles contain a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with Black Spade but not offered due to a Black Spade director’s duties to another entity. Black Spade does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in Black Spade’s Articles impacted its search for an acquisition target, and Black Spade was not prevented from reviewing any opportunities as a result of such waiver.

 

   

The current directors and officers of Black Spade will continue to be indemnified by Black Spade and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination.

 

   

The Sponsor and Black Spade’s directors and officers have each entered into a letter agreement pursuant to which they have agreed, among other things, (i) to vote all of the BSAQ Ordinary Shares, including Public Shares and Founder Shares, held by them in favor of the Business Combination, held by them in favor of the Business Combination, (ii) to waive their redemption rights with respect to such shares in connection with (a) a shareholder vote to approve an amendment to Black Spade’s Articles and (b) the completion of the Business Combination, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Black Spade fails to complete an initial business combination, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold. Other than inducing the underwriters to proceed with the IPO of Black Spade, no other consideration was received for such waivers. As of the date of this proxy statement/prospectus, the Sponsor and Black Spade’s directors and officers, advisory committee members and certain employees of Sponsor’s affiliates own approximately 20% of the issued and outstanding BSAQ Ordinary Shares.

The existence of financial and personal interests of Black Spade’s directors and officers may result in a conflict of interest on part of one or more of them between what they may believe is best for Black Spade and what they may believe is best for themselves in determining whether or not to make their recommendation to vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus. Under Cayman Islands law, directors and officers owe certain fiduciary duties, including, among others, a duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole and a duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose. Directors also owe a duty of care, which is not fiduciary in nature. Accordingly, directors and officers have a duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interest, and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. Black Spade’s directors and officers considered

 

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their fiduciary duty and the conflicts of interests, among other matters, in evaluating the Business Combination and in recommending to stockholders that they approve the Business Combination.

Recommendation to Black Spade Shareholders

Black Spade’s Board of Directors believes that the Business Combination Proposal and the other Proposals to be presented at the Meeting are fair to and in the best interest of Black Spade Shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and, if presented, “FOR” the Adjournment Proposal.

Stock Exchange Listing

BSAQ Class A Ordinary Shares, Public Warrants and Units are publicly traded on NYSE American under the symbols, “BSAQ,” “BSAQWS” and “BSAQU,” respectively. VinFast has applied to list the VinFast ordinary shares and the VinFast warrants on a Qualified Stock Exchange under the symbols, “VFS” and “VFSWW,” respectively, upon the Closing.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the transactions contemplated by the Business Combination Agreement. Where actual amounts are not known or knowable, the figures below represent VinFast’s and Black Spade’s good faith estimate of such amounts.

 

     Assuming No
Redemptions
     Assuming 50% of
the Maximum
Redemptions
     Assuming
Maximum
Redemptions
 
     (USD in millions)  

Sources

        

Proceeds from Trust Account(1)

     28.6        14.3        5.0  

Backstop Financing

     1.4        15.7        25.0  

Uses

        

Estimated fees and expenses(2)

     15.5        15.5        15.5  

Cash to Balance Sheet(3)

     14.5        14.5        14.5  

 

 

Notes:

(1)

As of July 20, 2023.

(2)

Not including deferred underwriting commission fee of $5.9 million, which has been waived.

(3)

VinFast plans to use the net proceeds from the business combination transaction after paying for transaction fees and expenses for:

   

investments in sales and marketing and expansion of sales channels;

   

investments in research and development of products, services and technology sales;

   

investments in the development of our manufacturing facilities; and

   

working capital and general corporate purposes, which may include potential strategic investments and acquisitions, although it has not identified any specific investments or acquisition opportunities at this time.

Certain Material U.S. Federal Income Tax Considerations

For a description of certain material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of BSAQ Ordinary Shares and the ownership and disposition of VinFast ordinary shares and/or VinFast warrants, please see “Material Tax Considerations—Material U.S. Federal Income Tax Considerations.”

 

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Certain Material Singapore Tax Considerations

For a description of certain material Singapore tax consequences of the ownership and disposition of VinFast ordinary shares and/or VinFast warrants, please see “Material Tax Considerations—Singapore Tax Considerations.”

Anticipated Accounting Treatment

The Transactions comprised of a series of transactions pursuant to the Business Combination Agreement and the Ancillary Agreements, as described elsewhere in this proxy statement/prospectus. The Transactions will be effectuated as below:

 

   

The merger of BSAQ with a wholly owned subsidiary of VinFast is not within the scope of ASC 805 Business Combinations, considering that BSAQ does not meet the definition of a business in accordance with ASC 805. At the closing, VinFast will issue ordinary shares for the identifiable net assets of BSAQ (a blank check company), which will be executed in the form of an exchange of BSAQ Ordinary Shares held by Black Spade Shareholders for VinFast ordinary shares, thereby the Transactions will be accounted for as a recapitalization in accordance with U.S. GAAP. Under a recapitalization, no goodwill or other intangible assets will be recorded.

 

   

Upon Closing, BSAQ is the surviving company, i.e., surviving the Business Combination as a wholly owned subsidiary of VinFast. VinFast is determined to be the accounting acquirer as VinFast will obtain control over BSAQ after the Transactions. The Sponsor is only entitled to designate one representative to attend meetings of VinFast’s Board in a non-voting observer capacity. Since it is a non-voting position, it does not affect VinFast’s ability to exercise control over BSAQ, and BSAQ is the accounting acquiree.

 

   

For purposes of the unaudited pro forma condensed combined financial information, it is assumed that the fair value of each individual VinFast ordinary share issued to BSAQ stockholders is equal to the fair value of each individual VinFast ordinary share resulting from the equity value assigned to VinFast in the Business Combination Agreement.

 

   

Upon Closing, BSAQ’s identifiable net assets will be consolidated into VinFast at fair value. Any difference between the fair value of VinFast ordinary shares issued and the fair value of BSAQ’s identifiable net assets would be recorded as additional paid-in capital.

Comparison of Rights of Shareholders of Black Spade and Shareholders of VinFast

If the Business Combination is successfully completed, holders of BSAQ Ordinary Shares will become holders of VinFast ordinary shares and their rights as shareholders will be governed by VinFast’s organizational documents. There are also differences between the laws governing Black Spade, a Cayman Islands company, and VinFast, a Singapore company. Please see “Comparison of Rights of VinFast Shareholders and Black Spade Shareholders.”

Emerging Growth Company

Black Spade is, and VinFast, following the Business Combination, will be an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). VinFast may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until

 

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such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan to “opt out” of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

VinFast will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which VinFast has total annual gross revenues of at least $1.235 billion; (b) the last day of its fiscal year following the fifth anniversary of the completion of the Business Combination; (c) the date on which VinFast has, during the preceding three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which VinFast is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of its ordinary shares that are held by non-affiliates is at least $700 million as of the last business day of our most recently completed second fiscal quarter. Once VinFast ceases to be an emerging growth company, it will not be entitled to the exemptions provided in the JOBS Act discussed above.

Regulatory Matters

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for filings in the Cayman Islands necessary to effectuate the Business Combination.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under the section titled “Risk Factors.” Such risks include, but are not limited to:

 

   

VinFast is a growth stage company with a history of losses, negative cash flows from operating activities and negative working capital;

 

   

VinFast expects to require significant additional capital, which it expects to fund through additional debt and equity financing, to support its business growth, and such capital may not be available on commercially reasonable terms or at all, which may impose restrictions on capital raising activities and or other financial or operational matters or lead to dilution of your shareholding in VinFast;

 

   

VinFast is a new entrant in the EV industry and faces risks in the marketing and sale of its EVs in international markets where it only recently began delivering;

 

   

VinFast’s ability to successfully introduce and market net products and services;

 

   

VinFast’s ability to grow and market its brand and EVs in markets outside Vietnam and manage any negative publicity which may harm its brand, reputation, public credibility and consumer confidence, including any negative publicity arising from any differences in the advertised driving range, certified driving range and actual driving performance of its EVs, which depend on various factors beyond its control, including driving habits and conditions;

 

   

VinFast’s ability to successfully compete in the highly competitive automotive industry;

 

   

VinFast’s ability to control the costs associated with its operations;

 

   

VinFast depends, directly and indirectly, on suppliers for component parts and raw materials and any failure on the part of the suppliers to deliver such supplies according to VinFast’s schedule and at prices, quality and volumes acceptable to VinFast, could materially and adversely affect its business, results of operations and financial condition;

 

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VinFast’s ability to maintain its relationship with existing critical suppliers and to create relationships with new suppliers;

 

   

VinFast’s establishment of manufacturing facilities outside of Vietnam and its expansion of its production capacity within Vietnam may be subject to delays or cost overruns, may not produce expected benefits or may cause VinFast to not meet its projections for future production capacity;

 

   

Reservations for VinFast vehicles may not result in completed sales and its actual vehicle sales and revenue could differ materially from the number of reservations received;

 

   

Demand for, and consumers’ willingness to adopt EVs, which may be affected by various factors, including developments in EV or alternative fuel technology;

 

   

Inadequate access to EV charging stations or related infrastructure;

 

   

The unavailability, reduction or elimination of government and economic incentives or government policies which are favorable for EV manufacturers and buyers;

 

   

Any failure to maintain an effective system of internal control over financial reporting in the future and any failure to accurately and timely report VinFast’s financial condition, results of operations or cash flows could adversely affect investor confidence;

 

   

VinFast has identified material weaknesses in its internal control over financial reporting and any ineffective remediation of such material weaknesses, any additional material weaknesses in the future or failure to develop and maintain effective internal control over financial reporting could impair its ability to produce timely and accurate financial statements and comply with applicable laws and regulations;

 

   

VinFast’s corporations actions that require shareholder approval will be substantially controlled by its controlling shareholders, which may prevent you and other shareholders from influencing significant decisions and reduce the value of your investment;

 

   

VinFast relies on Vingroup for financial support and Vingroup affiliates for key aspects of its business, and any potential conflicts of interests with or any events impacting the reputations of its affiliates or unfavorable market conditions or adverse business operation of Vingroup and Vingroup affiliates could have a material adverse effect on its business and results of operations;

 

   

If third parties bring claims against Black Spade, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by BSAQ Shareholders may be less than $10.00 per share

 

   

Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their Public Shares;

 

   

The Initial Shareholders have agreed to vote in favor of the Business Combination, regardless of how the Public Shareholders vote;

 

   

The Sponsor and Black Spade’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other related proposals;

 

   

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

 

   

Black Spade’s Board of Directors did not obtain a third-party valuation or a fairness opinion in determining whether or not to proceed with the Proposed Transactions and, as a result, the terms may not be fair from a financial point of view to the Public Shareholders; and

 

   

the other matters described in the section titled “Risk Factors.”

 

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SELECTED HISTORICAL FINANCIAL DATA OF BLACK SPADE

The following table presents Black Spade’s selected historical financial information derived from Black Spade’s audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2021 and 2022 and for the period from March 31, 2021 (inception) through December 31, 2021, the year ended December 31, 2022 and Black Spade’s unaudited financial statements included elsewhere in this proxy statement/prospectus as of March 31, 2023 and for the three months ended March 31, 2022 and 2023.

The financial data set forth below should be read in conjunction with, and is qualified with reference to, “Black Spade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited financial statements and notes thereto included elsewhere in this proxy statement/prospectus. Black Spade’s financial statements are prepared and presented in accordance with U.S. GAAP.

Balance Sheet Data

 

    As of December 31,     As of March 31,
(unaudited)
 
    2021     2022     2023  

ASSETS

     

Current assets:

     

Cash

  $ 1,569,803     $ 27,316     $ 285,384  

Prepaid expenses

    294,062       265,315       207,291  
 

 

 

   

 

 

   

 

 

 

Total current assets

    1,863,865       292,631       492,675  

Investments held in the Trust Account

    169,006,966       171,442,865       173,261,960  
 

 

 

   

 

 

   

 

 

 

Total assets

  $ 170,870,831     $ 171,735,496     $ 173,754,635  
 

 

 

   

 

 

   

 

 

 

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

     

Current liabilities:

     

Accounts payable and accrued expenses

  $ 1,458,309     $ 2,604,593     $ 2,736,979  

Note payable – Sponsor

    —         35,152       130,120  

Due to related party

    27,250       446       16,643  
 

 

 

   

 

 

   

 

 

 

Total current liabilities

  $ 1,485,559     $ 2,640,191     $ 2,883,742  
 

 

 

   

 

 

   

 

 

 

Derivative warrant liabilities

    13,050,400       741,500       1,483,000  

Deferred underwriting commission

    5,915,000       5,915,000       5,915,000  
 

 

 

   

 

 

   

 

 

 

Total liabilities

  $ 20,450,959     $ 9,296,691     $ 10,281,742  
 

 

 

   

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES

     

Class A ordinary shares subject to possible redemption; 16,900,000 shares (at redemption value)

  $ 169,000,000     $ 171,442,865     $ 173,261,960  

Shareholders’ deficit:

     

Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding

    —         —         —    

Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding (excluding 16,900,000 shares subject to possible redemption)

    —         —         —    

Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 4,225,000 shares issued and outstanding

    422       422       422  

Additional paid-in capital

    —         —      

Accumulated deficit

    (18,580,550     (9,004,482     (9,789,489
 

 

 

   

 

 

   

 

 

 

Total shareholders’ deficit

  $ (18,580,128   $ (9,004,060   $ (9,789,067
 

 

 

   

 

 

   

 

 

 

Total liabilities, ordinary shares subject to possible redemption and shareholders’ deficit

  $ 170,870,831     $ 171,735,496     $ 173,754,635  
 

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Statement of Operations Data

 

     For the Period
March 31, 2021
(inception) through
December 31,
2021
    For the Year Ended
December 31, 2022
     For the Three
Months Ended

March 31,
2022
     For the Three
Months Ended

March 31,
2023
 

Expenses:

          

Administrative fee – related party

   $ 55,000     $ 120,000      $ 30,000      $ 30,000  

General and administrative

     8,038,836       3,170,714        2,259,869        468,539  
  

 

 

   

 

 

    

 

 

    

 

 

 

Total expenses

   $ 8,093,836     $ 3,290,714      $ 2,289,869      $ 468,539  
  

 

 

   

 

 

    

 

 

    

 

 

 

Other income:

          

Income earned on investments held in Trust Account

     6,966       2,435,899        15,217        1,819,095  

Transaction costs allocable to derivative warrant liabilities

     (735,630     —          —          —    

Change in fair value of note payable – Sponsor

     —         564,848        —          455,032  

Change in fair value of derivable warrant liabilities

     5,244,100       12,308,900        9,897,542        (741,500
  

 

 

   

 

 

    

 

 

    

 

 

 

Total other income – net

   $ 4,515,436     $ 15,309,647      $ 9,912,759      $ 1,532,627  
  

 

 

   

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ (3,578,400   $ 12,018,933      $ 7,622,890      $ 1,034,088  
  

 

 

   

 

 

    

 

 

    

 

 

 

 

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Table of Contents

SELECTED HISTORICAL FINANCIAL DATA OF VINFAST

The following tables present VinFast’s selected consolidated financial data. The financial information in this proxy statement/prospectus as of December 31, 2021 and 2022 and for the years then ended and as of March 31, 2023 and for the three months ended March 31, 2022 and 2023 has been derived from the consolidated financial statements of VinFast Auto Pte. Ltd., which are included elsewhere in this proxy statement/prospectus. The financial statements of VinFast Auto Pte. Ltd. are prepared in accordance with U.S. GAAP.

VinFast fully phased out production of ICE vehicles in early November 2022 in connection with its strategic decision to transform into an EV-only manufacturer. Accordingly, its historical results for any prior period are not necessarily indicative of results expected in any future period.

The financial data set forth below should be read in conjunction with, and is qualified with reference to, “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

Consolidated Balance Sheet Data

 

     As of December 31,     As of March 31,  
     2021     2022     2023  
     VND
(in billions)
    VND
(in billions)
    USD
(in millions)
    VND
(in billions)
    USD
(in millions)
 

Cash and cash equivalents

     3,024.9       4,271.4       181.0       3,740.8       158.5  

Inventories, net

     6,683.7       21,607.3       915.6       24,779.6       1,050.0  

Short-term amounts due from related parties

     1,997.2       1,978.1       83.8       465.6       19.7  

Total current assets

     26,692.5       44,838.6       1,899.9       44,156.0       1,871.0  

Property, plant and equipment, net

     51,788.3       57,188.7       2,423.2       61,412.5       2,602.2  

Total assets

     85,321.5       113,605.3       4,813.8       120,093.0       5,088.7  

Amounts due to related parties

     56,035.3       17,325.3       734.1       27,006.8       1,144.4  

Total current liabilities

     87,305.3       66,225.2       2,806.2       83,551.0       3,540.3  

Long-term interest-bearing loans and borrowings

     31,343.1       41,625.0       1,763.8       41,237.3       1,747.3  

Total non-current liabilities

     74,957.4       84,050.6       3,561.5       87,352.2       3,701.4  

Ordinary Shares – VinFast Auto Pte. Ltd. (2,412,852,458 shares issued and outstanding as of December 31, 2022 and March 31, 2023; 2,411,764,800 shares issued and outstanding as of December 31, 2021)(1)

     553.9       871.0       36.9       871.0       36.9  

Accumulated losses

     (77,416.9     (127,188.5     (5,389.3     (141,271.5     (5,986.1

Deficit attributable to equity holders of the parent

     (76,926.5     (114,109.8     (4,835.2     (128,211.7     (5,432.7

Non-controlling interests(2)

     (14.7     77,439.4       3,281.3       77,401.6       3,279.7  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total deficit

     (76,941.2     (36,670.5     (1,553.8     (50,810.1     (2,153.0

 

Notes:

(1)

In January 2022, VinFast effected a 100-for-one split of its ordinary shares. Amounts prior to the share split have been revised on a retroactive basis to give effect to the share split.

(2)

Non-controlling interests reflect certain dividend preference shares issued by VinFast Trading and Production JSC (“VinFast Vietnam”) to Vingroup (i) in March 2022 in return for an advance capital contribution of VND6.0 trillion ($254.2 million) (“DPS1”), (ii) in December 2022 in exchange for VND45,733.7 billion ($1,937.9 million) in borrowings from VinFast Vietnam to Vingroup (“DPS4”) and (iii) as part of VinFast’s Reorganization in December 2022, in return for the assignment of the Share Acquisition P-Note previously held by Vingroup amounting to VND25.8 trillion ($1,092.5 million) (“DPS3”). For details on the terms of DPS1, DPS3 and DPS4, see note 20 to VinFast’s consolidated financial statements included elsewhere in this proxy statement/prospectus and also see “Certain Relationships and Related Party Transactions—Certain Relationships and Related Person Transactions—VinFast—Transactions with Vingroup Affiliates—Capital Contributions into VinFast Vietnam.”

 

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Consolidated Statements of Operations

 

     For the Year Ended December 31,     For the Three Months Ended March 31,  
     2021     2022     2022     2023  
    

VND

(in billions)

   

VND

(in billions)

   

USD

(in millions)

   

VND

(in billions)

   

VND

(in billions)

   

USD

(in millions)

 

Revenues

            

Sales of vehicles

     13,898.6       12,391.5       525.1       3,049.3       1,536.6       65.1  

Sales of merchandise

     1,405.4       112.2       4.8       46.4       38.3       1.6  

Sales of spare parts and components

     538.2       2,072.6       87.8       706.6       191.5       8.1  

Rendering of services

     96.6       222.7       9.4       49.6       74.7       3.2  

Rental income

            

Revenue from leasing activities

     89.4       166.5       7.1       26.5       130.5       5.5  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Revenues (*)

     16,028.2       14,965.6       634.1       3,878.4       1,971.6       83.5  

Cost of vehicles sold

     (23,327.0     (24,660.1     (1,044.9     (5,690.9     (5,239.2     (222.0

Cost of merchandise sold

     (1,398.3     (151.4     (6.4     (46.2     (38.5     (1.6

Cost of spare parts and components sold

     (437.2     (1,869.1     (79.2     (679.9     (180.9     (7.7

Cost of rendering services

     (65.4     (389.6     (16.5     (58.8     (173.5     (7.4

Cost of leasing activities

     (56.1     (162.3     (6.9     (10.7     (148.3     (6.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of sales

     (25,284.0     (27,232.5     (1,153.9     (6,486.5     (5,780.4     (244.9
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross loss

     (9,255.8     (12,266.9     (519.8     (2,608.1     (3,808.8     (161.4

Operating expenses:

            

Research and development costs

     (9,255.4     (19,939.9     (844.9     (3,576.6     (5,007.7     (212.2

Selling and distribution costs

     (2,203.8     (5,213.7     (220.9     (1,321.7     (1,277.9     (54.1

Administrative expenses

     (2,424.6     (4,010.0     (169.9     (536.6     (1,103.8     (46.8

Compensation expenses

     (4,340.3     (109.4     (4.6     —         —         —    

Net other operating (expenses)/income

     412.5       (716.4     (30.4     (27.5     55.9       2.4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (27,067.4     (42,256.4     (1,790.5     (8,070.5     (11,142.3     (472.1

Finance income

     446.1       88.1       3.7       43.6       15.2       0.6  

Finance costs

     (4,598.2     (7,959.8     (337.3     (1,546.5     (2,322.9     (98.4

Net (loss)/gain on financial instruments at fair value through profit or loss

     (1,710.0     1,226.0       51.9       933.7       (671.5     (28.5

Investment gain

     956.6       —         —         —         —         —    

Share of losses from equity investees

     (36.8     —         —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income tax expense

     (32,009.7     (48,902.1     (2,072.1     (8,639.7     (14,121.4     (598.4

Tax (expense)/income

     (209.2     (946.7     (40.1     (1,020.6     0.6       0.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss for the year/period

     (32,219.0     (49,848.9     (2,112.2     (9,660.3     (14,120.8     (598.3

 

(*)

Including sales to related parties in 2021, 2022, the three months ended March 31, 2022 and 2023 of VND516.5 billion, VND2,378.9 billion ($100.8 million), VND834.6 billion and VND249.7 billion ($10.6 million), respectively.

 

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Consolidated Cash Flows Data

 

     For the Year Ended December 31,     For the Three Months Ended March 31,  
     2021     2022     2022     2023  
    

VND

(in billions)

   

VND

(in billions)

   

USD

(in millions)

   

VND

(in billions)

   

VND

(in billions)

   

USD

(in millions)

 

Net cash flows used in operating activities

     (28,969.1     (35,628.4     (1,509.7     (9,168.1     (19,159.1     (811.8

Net cash flows (used in)/from investing activities

     2,420.1       (16,038.9     (679.6     (2,174.5     (6,131.7     (259.8

Net cash flows from financing activities

     28,855.2       52,945.1       2,243.4       9,978.0       25,424.4       1,077.3  

Net (decrease)/increase in cash, cash equivalents and restricted cash

     2,306.2       1,277.7       54.1       (1,364.6     133.6       5.7  

Cash, cash equivalents and restricted cash at the end of the year/period

     3,024.9       4,271.4       181.0       1,690.6       4,390.4       186.0  

 

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MARKET PRICE AND DIVIDEND INFORMATION

Black Spade

BSAQ Class A Ordinary Shares, Public Warrants and Units are currently publicly traded on NYSE American under the symbols, “BSAQ,” “BSAQWS” and “BSAQU,” respectively.

The closing price of Black Spade’s Units, BSAQ Class A Ordinary Shares and Public Warrants on May 11, 2023, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.31, $10.28 and $0.1147, respectively. As of July 20, 2023, the closing price for each Unit, BSAQ Class A Ordinary Share and Public Warrant was $10.39, $10.27 and $0.1900, respectively.

As of the Record Date, there was one holder of record of Units, one holder of record of BSAQ Class A Ordinary Shares, 15 holders of record of BSAQ Class B Ordinary Shares and two holders of record of Black Spade Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Units, BSAQ Class A Ordinary Shares and Black Spade Warrants are held of record by banks, brokers and other financial institutions.

Black Spade has not paid any cash dividends on BSAQ Ordinary Shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon Black Spade’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of its board of directors at such time.

VinFast

Historical market price information regarding VinFast is not provided because there is no public market for its securities. VinFast has applied to list its ordinary shares and the VinFast warrants on a Qualified Stock Exchange under the symbol “VFS” and “VFSWW,” respectively, upon Closing.

VinFast has not adopted a dividend policy with respect to future dividends and it does not have any present plan to pay any dividends on its ordinary shares in the foreseeable future after the Business Combination. VinFast currently intends to retain most, if not all, of its available funds and any future earnings to operate and expand its business.

Any future determination relating to our dividend policy will be made at the discretion of the VinFast board of directors and will depend on then existing conditions, including its financial condition, results of operations, contractual restrictions (including in the agreements governing its credit facilities or other debt instruments), capital requirements, business prospects and other factors its board of directors may deem relevant.

While VinFast does not have any present plan to pay any dividends on its ordinary shares in the foreseeable future after the Business Combination, it may, in the future, by ordinary resolution, declare dividends at a general meeting of shareholders, but no dividend shall be payable except out of profits available for distribution, as derived from the standalone audited financial statements of the company and not from the audited consolidated financial statements. The amount of any such dividend shall not exceed the amount recommended by the board of directors. Subject to the Constitution and in accordance with the Singapore Companies Act, the VinFast board of directors may, without the approval of the shareholders, declare and pay interim dividends but any final dividends VinFast declares must be approved by an ordinary resolution at a general meeting of shareholders. VinFast Auto Ltd. is a holding company with no material operations of its own. VinFast conducts its operations primarily through its subsidiaries. As a result, VinFast’s ability to pay dividends depends upon dividends paid by its subsidiaries.

 

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RISK FACTORS

If the Business Combination is completed, VinFast will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties not presently known to VinFast and Black Spade or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, VinFast’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of VinFast ordinary shares or, if the Business Combination is not consummated, BSAQ Ordinary Shares could decline, and you may lose part or all of the value of any VinFast ordinary shares or, if the Business Combination is not consummated, you may lose part or all of the value of any BSAQ Ordinary Shares that you hold.

Risks Related to VinFast Following the Business Combination

Any of the following risk factors could cause VinFast’s actual results to differ materially from anticipated results. These risks and uncertainties are not the only ones that VinFast faces.

Risks Related to VinFast’s Business and Industry

VinFast is a growth stage company that has a history of losses, negative cash flows from operating activities and negative working capital.

VinFast had net losses of VND32,219.0 billion, VND49,848.9 billion ($2,112.2 million), VND9,660.3 billion and VND14,120.8 billion ($598.3 million) in 2021, 2022 and the three months ended March 31, 2022 and 2023, respectively. VinFast had net cash flows used in operating activities of VND28,969.1 billion, VND35,628.4 billion ($1,509.7 million), VND9,168.1 billion and VND19,159.1 billion ($811.8 million) in 2021, 2022 and the three months ended March 31, 2022 and 2023, respectively. VinFast expects to continue to incur operating and net losses in the near term as it scales the production of its VF e34 (C-segment), VF 5 (A-segment), VF 6 (B-segment), VF 7 (C-segment), VF 8 (D-segment), VF 9 (E-segment) and VF 3 (mini cars segment) vehicles, establish its manufacturing operations and expand its marketing, sales and service network in its target markets outside of Vietnam.

VinFast’s ability to achieve profitability, positive cash flows from operating activities and a net working capital surplus will depend on many factors, including its ability to achieve commercial acceptance, increase utilization of its production capacity to produce EVs in large quantities as planned and increase sales of its EVs in its target markets beyond Vietnam where its operations have historically been focused, including the U.S., Canada, France, Germany, the Netherlands and, in the long-term, elsewhere in Asia and Europe and other factors discussed in this “Risk Factors” section.

Vingroup has issued support letters in connection with the audit of VinFast’s 2021 and 2022 financial statements and the review of VinFast’s unaudited interim condensed consolidated financial statements for the three months ended March 31, 2023 to the effect that Vingroup has the ability and will continue to provide financial support sufficient to meet VinFast’s need for continued operation, subject to necessary procedures to facilitate such support. VinFast’s financial statements have been issued on a going concern basis taking into consideration the support letters, its business plan and the cash and cash equivalents held by its group. The latest support letter is valid from the issuance date of VinFast’s unaudited interim condensed consolidated financial statements for the three months ended March 31, 2023, until the earliest of the date on which VinFast obtains adequate third party funding for its capital requirements or the date on which Vingroup ceases to control VinFast, but in all cases no sooner than the date falling 12 months after the issuance date of the unaudited consolidated interim condensed financial statements for three months ended March 31, 2023.

 

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VinFast will require significant additional capital to support business growth. VinFast expects to fund its capital requirements through additional debt and equity financing, including related party financing. Such capital might not be available on commercially reasonable terms, or at all, and could, among other things, be burdensome and lead to dilution of your shareholding in VinFast.

The design, manufacture, sale and servicing of automobiles is a significantly capital intensive business. As of March 31, 2023, VinFast had total debt (which is VinFast’s short-term and current portion of long-term interest-bearing loans and borrowings and long-term interest-bearing loans and borrowings, excluding borrowings from related parties) of VND61,349.0 billion ($2,599.5 million) and debt service obligations for the remainder of 2023 amounting to VND11,805.7 billion ($500.2 million). In addition, as the Business Combination will constitute the occurrence or non-occurrence of a qualifying liquidity event in respect of VinFast occurring on or prior to September 25, 2023, holders of $625.0 million aggregate principal amount of Exchangeable Bonds (as defined herein) issued by Vingroup will have the right to require Vingroup to redeem the Exchangeable Bonds. If the Business Combination will not be a qualifying liquidity event, such redemption right will be exercisable on or about the second anniversary from the issuance dates of the Exchangeable Bonds. Thereafter, Vingroup would be contractually permitted to exercise its right to require VinFast to purchase VinFast Vietnam shares that were issued to Vingroup in connection with the issuance of the Exchangeable Bonds. Vingroup’s right to such repurchase should be considered in light of the letters of support that Vingroup has issued to provide financial support sufficient to meet VinFast’s need for continued operation. VinFast expects to meet its present requirements in respect of working capital, obligations under its loans, borrowings and other financial liabilities and committed capital expenditures primarily by drawing on its capital funding agreement with, and other expected financial support from, Mr. Pham Nhat Vuong and Vingroup, as well as its cash on hand, cash flow from operations, existing third-party loans and borrowings and the net proceeds that it expects to receive from this Business Combination. In the next few years, VinFast expects to require a significant amount of additional capital, including working capital, to scale the production of its VF e34 (C-segment), VF 5 (A-segment), VF 6 (B-segment), VF 7 (C-segment), VF 8 (D-segment), VF 9 (E-segment) and VF 3 (mini cars segment) vehicles, its production capacity expansion in both Vietnam and the U.S., showroom roll-out and other items. VinFast will also require a significant amount of additional working capital to support its business expansion in the medium-term.

VinFast’s capital requirements will depend on many factors, including, but not limited to:

 

   

its need to develop new features and enhance its products;

 

   

its investments in manufacturing, sales and distribution infrastructure and systems and any capital improvements to its existing infrastructure and systems;

 

   

technological advancements;

 

   

market acceptance of its products and product enhancements, and the overall level of sales of its products;

 

   

its R&D and sales and marketing expenses;

 

   

its ability to control costs;

 

   

its ability to maintain existing manufacturing equipment;

 

   

opportunities for investments, acquisitions and similar actions;

 

   

inflationary pressures and their effect on consumer spending and VinFast’s ability to obtain financing on commercially acceptable terms;

 

   

general economic conditions in the countries where it manufactures its EVs and in its target markets;

 

   

the effects of international conflicts on the international supply chains and the global economy as a whole; and

 

   

changes in business conditions or other unanticipated developments.

 

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Following the consummation of the Business Combination, VinFast expects to access equity and/or debt financing available in the public and private markets to meet its present and future working capital and capital expenditure requirements. Raising additional funds through future issuances of equity or convertible debt securities would likely lead to VinFast’s existing shareholders suffering dilution, and any new equity securities it issues could have rights, preferences and privileges superior to those of holders of its ordinary shares. Any debt financing that VinFast may secure in the future may contain covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for it to obtain additional capital and to pursue business opportunities and may also be burdensome in terms of increasing interest expenses. In addition, among other macroeconomic factors, an increase in interest rates would adversely affect VinFast’s ability to secure additional debt financing and would result in higher interest payments. If interest rates remain at elevated levels or continue to rise, it may be more difficult for VinFast to obtain debt financing on terms that are commercially favorable or in line with its budget and expectations, and its interest payments may increase.

Vingroup is VinFast’s largest shareholder and has provided it with funding in the form of debt financing, corporate loan guarantees, and capital contributions. Vingroup has also issued support letters in connection with the audit of VinFast’s 2021 and 2022 financial statements, as described above. In addition, in April 2023, we entered into a capital funding agreement with Mr. Pham Nhat Vuong and Vingroup that provides a framework for us to receive grants of up to VND24,000.0 billion (approximately $1 billion) from Mr. Pham Nhat Vuong and up to VND12,000.0 billion (approximately $508.5 million) from Vingroup by April 2024, in amounts to be mutually agreed, at such time as required by us and subject to Vingroup and Mr. Pham having sufficient financial resources, as well as a loan of up to VND24,000.0 billion (approximately $1 billion) from Vingroup, with disbursements of the grant and the loan to be subject to the parties agreeing to enter into a definitive loan agreement, the financial resources of Vingroup and necessary approvals from the relevant governing bodies of Vingroup. VinFast expects to continue to depend, in part, on financing and other support from its affiliates in the future, including to meet its present requirements in respect of working capital, committed capital expenditures and obligations under our loans, borrowings and other financial liabilities. There can be no assurance that in the future financing from VinFast’s affiliates will continue to be available to VinFast in sufficient amounts or at all due to their level of indebtedness, other financial obligations or overall funding position, or that, as an alternative to financing from its affiliates, VinFast will be able to obtain third-party debt financing or access the capital markets in a timely manner and on terms that are acceptable to it or at all. In addition, a number of VinFast’s financing agreements provide that various payment delays or defaults by Vingroup would constitute a cross default under the terms of VinFast’s agreements, and therefore an adverse change in Vingroup’s financial condition could impact VinFast’s debt maturity profile and liquidity requirements.

VinFast’s outstanding indebtedness may affect its ability to obtain additional financing to meet its future requirements. Some of VinFast’s financing arrangements require VinFast and Vingroup, as guarantor, to ensure a collateral cover ratio of at least one times when measured on a quarterly basis. See “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness.” VinFast’s collateral cover ratio in respect of loans totaling VND29,636.8 billion ($1,255.8 million), and VND2,290.6 billion ($97.1 million) fell below the required ratio as of September 30, 2022 and December 31, 2022, respectively, and in respect of certain bonds with outstanding balance amounting to VND13,378.0 billion ($566.9 million) fell below the required ratio as of March 31, 2023. In each case, the required ratio was subsequently restored by Vingroup. If the value of the collateral securing VinFast’s borrowings declines in the future, VinFast will be required to provide, or arrange for, additional collateral to ensure its compliance with the terms of these financing arrangements. If VinFast is unable to do so, including due to the inability of Vingroup to provide the support that it requires, it may result in a breach of the terms of VinFast’s financing arrangements.

Any inability to raise financing on commercially acceptable terms or at all could result in VinFast’s failure to implement its business plans and strategy or cause VinFast to experience disruptions in its operating activities, and its business, financial condition, results of operations, cash flows and prospects would be materially and adversely affected.

 

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VinFast faces risks associated with being a new entrant in the EV industry and the marketing and sale of its EVs in international markets where it only recently began delivering vehicles.

VinFast was established in Vietnam in 2017 and commenced the delivery of ICE vehicles in 2019. VinFast’s operations prior to 2021 have focused primarily on the manufacture and sale of ICE vehicles and electric scooters. In 2021, VinFast began delivering its first EV model in Vietnam, the VF e34, and in 2022, it began accepting reservations for its second to fourth models, the VF 8, VF 9, and VF 5, with VF 8 deliveries commencing in September 2022 in Vietnam and in March 2023 in the U.S., and VF 9 and VF 5 deliveries commencing in March and April 2023, respectively, in Vietnam.

VinFast has faced and may continue to face many of the risks and challenges typically associated with commencing operations in the relatively new EV industry. VinFast began U.S. deliveries of the VF 8 in March 2023 from its initial U.S. shipment of 999 VF 8 “City Edition” vehicles in both Eco and Plus trims. The “City Edition” was VinFast’s first version of the VF 8 to go through the relevant testing and approval processes in the U.S. and therefore completed those processes and was available for delivery sooner than the VF 8 (87.7 kWh battery). VinFast offered a $3,000 discount on the VF 8 “City Edition” to select customers who had made reservations for the VF 8 in the U.S. The “City Edition” is also available on a 24-month or 36-month lease basis for California residents only. Customers were given the option to receive the “City Edition” at the discounted price or maintain their existing reservation for the VF 8 (87.7 kWh battery). Certain customers who opted to take delivery of the VF 8 “City Edition” may be eligible for the VinFast Lease Forward Program after 12 months of leasing, and subject to the terms and conditions of the program, would be able to exchange their VF 8 “City Edition” for the VF 8 (87.7 kWh battery) with equivalent trim. Customers may prefer to wait for the VF 8 (87.7 kWh battery) rather than purchase or lease the “City Edition,” or cancel their reservations entirely. In April 2023, VinFast dispatched a shipment of approximately 1,900 VF 8 (87.7 kWh battery) and plans to deliver the VF 8 vehicles from this shipment to North American customers in the second half of 2023 that use battery components that will result in a longer driving range than the VF 8 “City Edition”. Deliveries in Europe are expected to begin in the second half of 2023. Our ability to deliver the VF 8 (87.7 kWh battery) on schedule will depend on our ability to complete EPA testing and obtain the necessary approvals and licenses, which we completed and obtained in May 2023. Further delays in deliveries of the VF 8 (87.7 kWh battery) could potentially lead to increases in cancelations, customer dissatisfaction or negative publicity.

Unforeseen risks associated with moving from an ICE to EV manufacturer could adversely affect VinFast. It may be difficult to predict VinFast’s future revenues and appropriately budget for its expenses given its relatively limited operating history in the EV industry. VinFast’s future success will depend on its ability to continue designing, producing and selling safe, high-quality vehicles as it transitions to being an EV-only manufacturer.

In addition, a significant part of VinFast’s growth strategy entails the marketing and sale of its EVs in markets outside of Vietnam. VinFast’s growth strategy will expose it to a number of risks, including, but not limited, to:

 

   

competition with other manufacturers whose brands are more well known in the local target market and who may have more experience and financial resources;

 

   

increased costs associated with developing and maintaining effective marketing, sales and service network and distributing presence in various countries;

 

   

risks associated with establishing and maintaining manufacturing operations in new jurisdictions;

 

   

unanticipated changes in prevailing economic conditions and regulatory requirements, such as rising inflation, interest rate increases by the U.S. Federal Reserve and other central banks, the availability and cost of credit and economic recession or fears thereof;

 

   

challenges related to compliance with different commercial, legal and regulatory requirements of the new markets in which VinFast offers, or plans to offer, its products and services, including the potential for unexpected timing delays and additional costs;

 

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VinFast’s ability to expand its charging network, increase the number of available charging stations and charging points, offer fast charging and continue to improve its electric charging infrastructure;

 

   

VinFast’s ability to offer its EVs and services, including after-sales services, at attractive prices;

 

   

VinFast’s ability to adopt new technologies and advance its technological capabilities;

 

   

VinFast’s ability to effectively manage its intended rapid growth, including increased order volume and the launch and production of multiple new EV models concurrently. For example, VinFast began delivering the VF e34 (C-segment) in 2021, the VF 8 (D-segment) in 2022 in Vietnam and the VF 5 (A-segment) and VF 9 (E-segment) in 2023 in Vietnam, and it plans to begin delivering the VF 6 (B-segment) and VF 7 (C-segment) in 2023 and the VF 3 in late 2024. The successful roll out of multiple vehicles within a short span of time, particularly as a new entrant in the EV industry may subject VinFast to additional risks which could impact VinFast’s reputation;

 

   

VinFast’s ability to produce and deliver its EVs on schedule and with the targeted specifications, which may depend on factors beyond its control, including vehicle licensing and safety and other certification processes in its target markets;

 

   

fluctuations in foreign currency exchange rates;

 

   

changes in EV subsidy policies in VinFast’s target markets that adversely affect the availability or level of subsidies to VinFast and/or its ability to compete with domestic EV makers in such markets;

 

   

costs associated with shipping and logistics for transporting VinFast’s products to end markets;

 

   

failure to develop appropriate risk management and internal control structures tailored to overseas operations;

 

   

different safety concerns and measures needed to address accident-related risks in different countries and regions; and

 

   

trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses.

Any of the factors described above may have a material adverse effect on VinFast’s business, financial condition, results of operations, cash flows and prospects.

VinFast’s brand, reputation, public credibility and consumer confidence in its business could be harmed by negative publicity, and VinFast may not succeed in growing its brand in markets outside Vietnam.

VinFast’s business and prospects are affected by its ability to grow its brand in markets outside Vietnam. VinFast expects that its ability to develop, maintain, and strengthen credibility and confidence in its brand will depend on the acceptance of its vehicles in new markets, its ability to deliver vehicles that meet its target specifications within the announced delivery schedules, general customer satisfaction and the success of its marketing and branding efforts, among other factors.

VinFast’s reputation and brand are vulnerable to threats that can be difficult or impossible to predict, control, and costly or impossible to remediate. As a new entrant in the EV industry and Vietnam’s first global EV manufacturer, VinFast has received, and expects it and its EVs to continue to receive, heightened attention and scrutiny, including in the media in its international target markets and on social media, and particularly as it begins to deliver its vehicles in international markets in larger quantities in 2023 and beyond.

Any negative media or social media coverage, reviews or reviews that compare VinFast unfavorably to competitors could adversely affect its brand, consumer confidence and demand for its vehicles. For example, VinFast has been the subject of negative press in relation to its introduction of the VF 8 “City Edition” in the U.S. market and the VF 8 “City Edition” shorter driving range compared to its forthcoming VF 8 (87.7 kWh battery), delays in U.S. deliveries of the VF 8 and the reduction of its workforce in the U.S. and Canada as it

 

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sought to optimize its North America operations. In October 2022, VinFast recalled approximately 700 of its VF e34 vehicles, which it sells exclusively in Vietnam, after being informed by its airbag supplier that certain side impact sensors for the airbags could malfunction. In February 2023, VinFast recalled approximately 2,700 of its VF 8 vehicles sold in Vietnam to repair the bolts that connect the front brake caliper to the steering knuckle in the recalled vehicles, and performed the same repair on other VF 8 vehicles in its global inventory. In May 2023, VinFast recalled 999 of its VF 8 vehicles in the U.S. to install a software update for the vehicle’s multimedia display screen after VinFast’s routine performance monitoring identified that the display intermittently appeared blank during operation. See “—VinFast may be unable to adequately control the costs associated with its operations.”

Such recalls, whether voluntary or involuntary, and delays in production, shipment and/or delivery of vehicles could harm VinFast’s reputation, particularly as a new entrant, and discourage additional reservations and vehicle sales, and otherwise materially and adversely affect its business and operations. Negative publicity about VinFast could lead customers to cancel reservations and affect its ability to attract new reservations and to attract and retain suppliers, other business partners, management and key employees, which in turn could adversely affect its 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 VinFast by regulatory or government authorities as well as private parties. Any regulatory inquiries or investigations and lawsuits against VinFast, perceptions of inappropriate business conduct by VinFast or perceived wrongdoing by any member of VinFast’s management team, among other things, could substantially damage its reputation and public credibility and cause it to incur significant costs to defend itself. Any negative market perception or publicity regarding VinFast’s suppliers or other business partners that it closely cooperates with, or any regulatory inquiries or investigations and lawsuits initiated against them, may also have an impact on VinFast’s brand, public credibility and customer confidence in its products, or subject it to regulatory inquiries, investigations or lawsuits. VinFast’s management may be required to dedicate significant time and it may incur additional costs on marketing activities to respond to negative publicity directed at VinFast and rehabilitate its brand and reputation.

Any negative media publicity about the EV industry or product or service quality problems of other automakers in the industry in which VinFast operates, including its competitors, may also negatively impact VinFast’s brand, public credibility and consumer confidence by association, and may also affect the value of your investment.

VinFast’s long-term results depend upon its ability to successfully introduce and market new products and services, which may expose VinFast to new and increased challenges and risks.

VinFast’s growth strategy depends in part on its ability to offer a competitive EV offering relative to its peers and to continue augmenting its “technology for life” offering, increase its global reach to meet demand, innovate its commercial approach, expand its vehicle offerings (including in response to customer and industry feedback), enhance and refine its service offering, pursue enhanced manufacturing automation and capacity expansion, broaden its ancillary revenue streams, pursue organic and inorganic growth opportunities and promote and invest in its ESG initiatives. In particular, pricing and driving range are key competitive factors in the EV industry.

As VinFast introduces new vehicles and services or refines, improves or upgrades versions of existing vehicles and services, it cannot predict the level of market acceptance or the amount of market share these vehicles or services will achieve, if any. VinFast has delays in its initial delivery targets and cannot assure you that it will not experience material delays in the entry into new markets and the introduction of new products and services in the future. VinFast offered the “City Edition” VF 8 in the U.S. on a one-time, limited basis to commence deliveries of its VF 8 model. The “City Edition” VF 8 has a lower range per charge than VF 8 (87.7 kWh battery) and is being offered at a $3,000 discount to the suggested retail price of the VF 8 (87.7 kWh battery) to encourage customers who have existing reservations of the VF 8 to take delivery of the VF 8

 

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“City Edition” instead of waiting for the VF 8 (87.7 kWh battery). VinFast commenced deliveries of the VF 5 and VF 9 in early 2023 in Vietnam. VinFast also plans to begin delivering the VF 8 (87.7 kWh battery), VF 6 and VF 7 in 2023, and the VF 3 in late 2024. If there are any delays in the delivery of the new versions or models, or they do not perform as expected or otherwise are not well-received by the market, VinFast’s prospects would be materially and adversely impacted. Consistent with VinFast’s strategy of offering new vehicles and vehicle refinements, it expects to continue to use a substantial amount of capital for product refinement, research and development, and sales and marketing.

If VinFast is unable to successfully implement its long-term growth strategy, its business, financial condition, results of operations, cash flows and prospects could be adversely affected.

The automotive market is highly competitive, and VinFast may not be successful in competing in this industry.

The automotive industry is highly competitive. VinFast competes on many factors, including pricing, TCO, brand recognition, product quality, features (including driving range) and designs, after-sales service and manufacturing scale and efficiency.

VinFast competes for sales with established EV manufacturers and new entrants, including established ICE vehicle manufacturers that have entered or are seeking to enter the EV segment, earlier entrants into the EV industry and new EV companies. Some of VinFast’s competitors may have established market positions, well known brands and relationships with customers and suppliers. Competition for EVs could intensify in the future, including due to increased demand and a regulatory push for alternative fuel vehicles, continuing globalization, new market entrants into the EV space and consolidation in the worldwide automotive industry. VinFast expects that more competitors will enter the EV market, and these new entrants will further increase competition. Further, VinFast may experience increased competition for components and other parts of its vehicles, which may have limited supply.

VinFast also competes across an array of factors, any of which could affect the competitiveness of its EV offerings, including pricing and total cost of ownership, driving range, brand recognition, product design, quality of after-sales services and manufacturing scale and efficiency. For example, in January 2023, the EV industry experienced a series of price reductions following the announcement of price cuts by one of the major industry players. VinFast has also decided to offer the VF 8 “City Edition” in the U.S. at a $3,000 discount to the suggested retail price of the VF 8 (87.7 kWh battery) and has also offered the leasing option for the VF 8 “City Edition” at a significantly discounted lease price. VinFast monitors competitive factors on an ongoing basis and may from time to time adjusts its prices and provides promotions due to competitive factors beyond its control, such as industry trends and pricing pressure, could adversely affect its margins and profitability.

Competition in automotive industry could further intensify in the future in light of increased demand, continuing globalization and consolidation in the worldwide automotive industry, among other factors. Increased competition may lead to lower sales or further downward pricing pressure on the VF 8 or on other models, which may adversely affect VinFast’s business, financial condition, results of operations, cash flows and prospects.

VinFast’s markets its EVs in multiple markets that use different driving range testing standards while its EVs are in different stages of development. In addition, the driving range and overall performance of VinFast’s EVs will depend on many factors beyond VinFast’s control, including driving habits and conditions. Therefore, the advertised driving range, certified driving range and actual driving performance of VinFast’s EVs may all differ. As a result, VinFast may be subject to negative publicity, and its business may be adversely affected even if such press is inaccurate.

EVs are required to undergo various testing and approval processes, including driving range certification according to EPA (in the U.S.) or WLTP (in Europe) standards, before they can be sold in a particular market. EPA testing standards typically produce a lower driving range than WLTP testing standards. Marketing and

 

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advertising for the EV generally begins before these testing and approval processes are complete and therefore may use internal company estimates of features such as driving range. VinFast has or will promote its EVs using the WLTP or EPA driving range (depending on the market and stage of development), and not necessarily both ranges, in different instances. In addition, the estimated and certified driving ranges of VinFast’s EVs may differ. Finally, VinFast offers its EVs in various trims that have different performance capabilities (for example, VinFast’s Plus trim vehicles typically have luxury features than the Eco trim version of the same vehicle, but a lower driving range). Any one or more of these factors related to driving range may attract negative media coverage that can harm VinFast’s reputation, brand and demand for its EVs and may lead to customer dissatisfaction.

Potential investors should also take note of the section “Presentation of Financial and Other Information,” which explains the presentation of WLTP and EPA driving range data in this proxy statement/prospectus and the inherent limitations to consistency and comparability of that data.

VinFast may be unable to adequately control the costs associated with its operations.

VinFast has devoted significant capital to developing and growing its business, including establishing its manufacturing factory in Vietnam, designing and developing its EV models, the VF e34 (C-segment), VF 8 (D-segment), VF 9 (E-segment), VF 5 (A-segment), VF 6 (B-segment), VF 7 (C-segment) and VF 3 (mini cars segment), purchasing and maintaining equipment and tooling, procuring required parts and raw materials, building its network of sales and servicing infrastructure through its partnerships and developing its charging infrastructure in Vietnam. VinFast expects to incur further costs that will impact its profitability, including costs associated with developing new EV models, upgrading existing models, procuring car components and raw materials, ramping up production at its manufacturing facility in Hai Phong, establishing new manufacturing facilities, hiring and retaining qualified employees to meet its growing business needs, further expanding its charging infrastructure in Vietnam and internationally and marketing its EVs and its brand in existing and new markets and other after-sale policies. These costs may increase due to many factors, including factors beyond VinFast’s control, such as higher transportation costs, currency fluctuations, tariffs, inflation and adverse economic or political conditions.

In June 2023, we announced an additional goodwill after-sales policy that provides eligible customers with cash or service vouchers if their vehicles experience a technical issue that requires servicing. The policy applies to VinFast customers in all markets from June 15, 2023 until further notice, and the level of support varies across markets and based on the types of issue.

The prices for parts and raw materials may fluctuate depending on factors beyond VinFast’s control, including market conditions, inflation, supply chain shortages and global demand for these materials. Inflationary pressures in 2021 and 2022 increased VinFast’s commodity, freight and raw material costs and the effects of inflation may have an adverse impact on its costs, margins and profitability in the future. VinFast’s initiatives to alleviate inflationary pressures may not be successful or sufficient.

In addition, VinFast has been and in the future may be required to recall its EVs for performance or safety-related issues. In October 2022, VinFast recalled approximately 700 of its VF e34 vehicles, which it sells exclusively in Vietnam, after being informed by its airbag supplier that certain side impact sensors for the airbags could malfunction. As of June 30, 2023, VinFast has completed servicing on approximately 90.0% of the recalled VF e34 vehicles. In February 2023, VinFast recalled approximately 2,700 of its VF 8 vehicles sold to retail customers in Vietnam to repair the bolts that connect the front brake caliper to the steering knuckle in the recalled vehicles, and performed the same repair on other VF 8 vehicles in its inventory. As of June 30, 2023, VinFast has completed servicing on approximately 96.0% of the recalled VF 8 vehicles in Vietnam. In May 2023, VinFast recalled 999 of its VF 8 vehicles in the U.S. to install a software update for the vehicle’s multimedia display screen after VinFast’s routine performance monitoring identified that the display intermittently appeared blank during operation. As of June 30, 2023, VinFast has completed servicing on approximately 30.2% of the recalled VF 8 vehicles in the U.S.

 

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Any future recalls such as these will require VinFast to incur additional costs and, if significant, could have a material adverse effect on its results of operations, financial condition and cash flows. Furthermore, there can be no assurance that VinFast will be willing or able to recover any increased costs by increasing the prices of its EVs. Future increases in the cost of shipping, parts or raw materials could increase VinFast’s costs and lower its margins. If VinFast is unable to design, develop, manufacture, market, sell, and service its vehicles and provide services in a cost-efficient manner, its margins, profitability, and prospects would be materially and adversely affected.

VinFast’s results of operations reflect sales of ICE vehicles in Vietnam even though it ceased production of ICE vehicles and completed the ICE Assets Disposal during that year.

In connection with VinFast’s strategic decision to transform into an EV-only manufacturer, it fully phased-out production of ICE vehicles and completed the ICE Assets Disposal to VIG in early November 2022. For more information about the ICE Assets Disposal, see “VinFast’s Business—Corporate History and Structure—Phase-out of ICE Vehicle Production.” Notwithstanding VinFast’s cessation of ICE vehicle production in early November 2022, its results of operations for 2022 and the three months ended March 31, 2023 include the results of its ICE vehicle manufacturing business because, while it ceased production of ICE vehicles in November 2022, VinFast recognizes revenue for each ICE vehicle at the time that the vehicle is delivered to the customer. In addition, VinFast has an insignificant number of ICE vehicles remaining to be sold in Vietnam in 2023.

VinFast’s has retained all servicing, warranty and other obligations and liabilities related to ICE vehicles that it has produced and it has retained all rights, obligations and liabilities under ICE vehicle-related supplier contracts that it is not able to novate to VIG or other parties outside of its Group. VinFast’s has incurred and will incur additional costs associated with break fees or settlement costs related to its outstanding obligations under such contracts, which will be recorded in VinFast’s consolidated statements of operations as compensation expenses. VinFast’s has also extended the warranty policy for all ICE vehicles sold and to be sold (which are ICE vehicles that VinFast produced prior to ceasing its ICE manufacturing operations and are scheduled to be delivered) to the earlier of 10 years or the first 200,000 kilometers. Accordingly, VinFast expects to incur costs in the future related to legacy ICE vehicles warranties.

In addition, certain of these ICE vehicle components and spare parts suppliers are also VinFast’s intended suppliers for its EV vehicles and any differences or disputes in respect of ICE vehicle supply contracts could adversely affect its general business relationship and its ability to acquire necessary EV vehicle parts and components, which in turn could adversely affect VinFast’s business, financial condition, results of operations, cash flows and prospects.

VinFast’s historical results of operations are not, and its past growth may not, be indicative of its future performance or prospects.

This proxy statement/prospectus includes financial information as of December 31, 2021 and 2022 for the years then ended and as of March 31, 2023 and for the three months ended March 31, 2022 and 2023 derived from the consolidated financial statements of VinFast Auto Pte. Ltd.

VinFast operated primarily as an ICE vehicle manufacturer prior to 2022. In January 2022, VinFast announced its strategic decision to cease ICE vehicle production to transform into a pure-play manufacturer of EVs. In early November 2022, VinFast fully phased-out production of ICE vehicles and completed the ICE Assets Disposal to its shareholder, VIG. In 2022, while gradually phasing out VinFast’s legacy ICE vehicle manufacturing operations, it also invested in R&D for new EV models and ramped up production of its EVs, leading to its initial deliveries of the VF e34 and VF 8 in Vietnam. During the year, VinFast also grew its footprint outside of Vietnam by opening reservations for the VF 8 and VF 9 in North America and Europe and making its initial shipment of the VF 8 “City Edition” to the U.S. in December 2022. In early 2023, VinFast commenced delivery of the VF 5 and VF 9 in Vietnam and the VF 8 “City Edition” in the U.S. In April 2023, VinFast dispatched a shipment of approximately 1,900 VF 8 (87.7 kWh battery) and plans to deliver the VF 8 vehicles from this shipment to North American customers in the second half of 2023. Deliveries in Europe are expected to begin in the second half of 2023. For these reasons, VinFast believe that its results of operations

 

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during the periods presented in this proxy statement/prospectus are not comparable. Moreover, the historical financial information included in this proxy statement/prospectus may not be indicative of VinFast’s future performance or prospects. VinFast has experienced rapid growth of its business in the past as an ICE vehicle manufacturer with operations focused on its home market of Vietnam where its parent company’s Vingroup brand is well recognized, VinFast offer a range of marketing initiatives and promotions and VinFast believe domestically produced vehicles have certain competitive advantages. There can be no assurance that VinFast will be able to achieve similar rapid growth of its business in its international markets where the business, regulatory and consumer landscapes may differ significantly from Vietnam. As such, VinFast’s past growth and historical financial results of operations may not be indicative of its future performance or prospects.

VinFast is dependent, directly and indirectly, on suppliers for component parts and raw materials. Suppliers may fail to deliver components and raw materials according to VinFast’s schedule and at prices, quality and volumes acceptable to it.

VinFast depends on third-party suppliers for key components in its vehicles, including battery packs, axles, chassis, seats, semiconductor chips, interior parts, and steering columns. VinFast also procures raw materials required to manufacture and assemble its vehicles, such as steel, aluminum and resin. Raw materials such as these are also used by VinFast’s battery cell suppliers. Raw materials may be subject to price fluctuations due to various factors beyond VinFast’s control, including market conditions and global demand for these materials, which may directly or indirectly, have an adverse impact on its operating costs and profit margins. The supply chain exposes VinFast to multiple potential sources of delivery failure or component shortages.

If suppliers become unable to provide, or experience delays in providing components and raw materials, VinFast’s business could be disrupted, including VinFast’s ability to meet its targeted schedules for vehicle deliveries and the rollout of new features. If existing supply agreements are terminated or renewed on less favorable terms, VinFast may face difficulty or delays in finding replacement suppliers able to provide components or other supplies of comparable quality. Any such alternative suppliers may be located a long distance from VinFast’s manufacturing facilities, which may lead to increased costs or delays, or the terms of such new agreements may be made on less favorable terms. If VinFast’s manufacturers or suppliers become unwilling or unable to provide an adequate supply of semiconductor chips, with respect to which there has been a global shortage, VinFast would not be able to find alternative sources in a timely manner and its business would be adversely impacted.

VinFast sources the battery cells and battery packs in its EVs from third party suppliers. Driving range is a key competitive factor in the EV industry, and VinFast’s success depends in part on its ability to continue to deliver efficient EVs as it develops future EV offerings. VinFast’s success depends, in turn, on the ability of its battery partners to deliver high-quality and high-capacity battery components that will allow VinFast to provide a competitive EV offering in terms of driving range and to do so in quantities that meet VinFast’s requirements as it grows.

VinFast’s battery suppliers include its affiliate, VinES, which is a key battery pack supplier to VinFast and is in the process of developing battery cell production capabilities in Vietnam. While VinFast has not experienced a material disruption in the manufacture of its vehicles due to any shortages in the supply of battery cells, it cannot assure you that it will be able to continue to obtain a sufficient number of battery cells, components or battery packs at a reasonable cost to support its operations. VinFast cannot assure you that VinES, a recently established EV battery supplier, and other third-party suppliers will be able to meet VinFast’s battery cell and battery pack requirements in the manner that VinFast expects. Furthermore, as VinFast seeks to increase its production capacity in the future, the impacts of global supply constraints, if they continue, may be magnified in the future.

Changes in business or macroeconomic conditions, governmental regulations and other factors beyond VinFast’s control or that it does not presently anticipate could affect its ability to receive components from suppliers. Such events could pose challenges or delays to the construction of, and ramp up at, new facilities, such

 

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as VinFast’s planned manufacturing facility in North Carolina, by adversely impacting the availability or costs of raw materials and components used in the construction of such facilities or production of its vehicles. Under VinFast’s supply agreements, it has in the past, and could again in the future, be subject to penalties and price adjustments as a result of any volume shortfalls in its orders.

Concerns over inflation, geopolitical issues, global financial markets and the COVID-19 pandemic have led to increased economic instability and expectations of slower global economic growth. For example, following Russian military actions related to Ukraine in February 2022, commodity prices, including the price of oil, gas, nickel, copper and aluminum, have increased. Such disruptions to the global economy, together with inflationary pressures, has at times disrupted, and in the future may disrupt, the global supply chain and affect VinFast’s ability to secure (or the cost of securing) components, raw materials or other supplier. In the past, global supply chain disruption has in turn adversely impacted the delivery schedule for its vehicles. An increase in raw material costs may require VinFast to increase its product prices, which could adversely impact its price competitiveness. In 2022, as the pandemic-related economic instability eased, the U.S. Federal Reserve started tapering its quantitative easing monetary policies in response to elevated inflation levels (from high food and energy prices and broader pressures) and supply and demand imbalances. The U.S. Federal Reserve raised the benchmark federal-funds rate from near-zero in March 2022 to 5% to 5.25% in May 2023 and it is possible that the U.S. Federal Reserve will continue to increase the funds rate. The financial conditions of banking institutions have come under severe pressure and deterioration, as exemplified by the proposed restructuring of several banks in the first half of 2023, driven by bank runs or simultaneous withdrawals by depositors due to various reasons, including lack of confidence in the banking system. These developments may adversely impact global liquidity, heighten market volatility and increase U.S. dollar funding costs resulting in tightened global financial conditions and fears of a recession. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and negatively affect market risk mitigation strategies.

Suppliers may experience disruptions in their operations, including due to equipment breakdowns, labor strikes or shortages, shipping container shortages, financial difficulties, natural disasters, component or material shortages, cost increases, acquisitions, changes in legal or regulatory requirements, or other similar problems. The unavailability of any component or supplier could, if not covered by contingency supplier plans, result in delays in production, deliveries and rollouts of new EV models and new features, idle manufacturing facilities, product design changes and loss of access to important technology and tools for producing and supporting VinFast’s products and services. A portion of VinFast’s parts and components are obtained through short- and medium-term orders rather than long-term supply agreements. This may expose VinFast to fluctuations in prices of components, materials and equipment.

Semiconductor chips are a vital input component to the electrical architecture of VinFast’s EVs. There has been a global shortage of semiconductor chips since 2020, due in part to the COVID-19 pandemic and increased demand for consumer electronics that use these chips. Although VinFast has sought to manage the impact of the shortage through proactive inventory management and close collaboration with its suppliers, the shortage has resulted in increased chip delivery lead times and increased costs to source available semiconductor chips, which has led to delays in its production. To the extent this semiconductor chip shortage continues, and VinFast is unable to mitigate the effects of this shortage, it may incur higher production costs and its ability to deliver its vehicles on schedule and in sufficient quantities to fulfill customer reservations and to support its growth through sales to new customers would be adversely affected. In addition, VinFast may be required to incur additional costs and expenses in managing ongoing chip shortages, including additional research and development expenses, engineering design and development costs in the event that new suppliers must be onboarded on an expedited basis. Further, ongoing delays in production and shipment of vehicles due to a continuing shortage of semiconductor chips may harm VinFast’s reputation and discourage additional reservations and vehicle sales, and otherwise materially and adversely affect its business and operations. Other shortages may occur in the future and the availability and cost of the affected components may be difficult to predict.

Cyber-attacks and malicious internet-based activity directed at supply chains have increased in frequency and severity, and VinFast cannot guarantee that third parties and infrastructure in its supply chain or its

 

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third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to its information technology systems or the third-party information technology systems that support it and its services. Ransomware attacks, including by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in its operations, loss of data, and income, reputational harm, and diversion of funds. While VinFast conducts risk assessments and gap analyses and have implemented monitoring and defense solutions for its networks, devices applications, data, system processes and users and designed its EVs to comply with cyber-security standards in the relevant target markets and to offer in-vehicle solutions to protect them from and respond to risks in real time, there can be no assurance that any mitigation measures that it has taken or will take will be successful in preventing or minimizing the consequences of cyber-attacks or similar incidents.

VinFast’s success will be dependent upon its ability to maintain relationships with existing suppliers who are critical and necessary to the output and production of its vehicles and to create relationships with new suppliers.

VinFast’s success will be dependent upon its ability to maintain its relationships with existing suppliers and enter into new supplier agreements. VinFast relies on suppliers to provide key components and technology for its vehicles. Supplier agreements that VinFast has, and may enter into with key suppliers in the future, may have provisions where such agreements can be terminated in various circumstances, including potentially without cause. In addition, if VinFast’s suppliers experience substantial financial difficulties, cease operations, or otherwise face business disruptions, VinFast would be required to take measures to ensure components and materials remain available. Any supply chain disruption could affect VinFast’s ability to deliver vehicles and could increase VinFast’s costs and negatively affect VinFast’s liquidity and financial performance.

The process of establishing manufacturing facilities outside of Vietnam, and expanding VinFast’s capacity within Vietnam, may be subject to delays or cost overruns, may not produce expected benefits or may cause it to not meet its projections for future production capacity.

VinFast is planning to establish manufacturing facilities outside of Vietnam and have identified the U.S. for its initial international expansion. In addition, VinFast plans to expand its capacity at its Hai Phong facility. VinFast’s ability to meet delivery timelines could be impacted, which would impact its sales volume and could impact its reputation. Construction and expansion of EV manufacturing facilities involve significant risks and capital. Unforeseen events could lead VinFast to adjust its plans and impact its projected production capacity. VinFast could experience construction delays or other difficulties beyond its ability to control or predict. Any failure to complete these capital-intensive projects on schedule and within budget could adversely impact VinFast’s business, financial condition, results of operations, cash flows and prospects. Construction projects are subject to supervision and approval procedures, including but not limited to project approvals and filings, construction land and project planning approvals, environment protection approvals, pollution and hazardous waste discharge permits, work safety approvals, fire protection approvals and the completion of inspection, acceptance and other applicable procedures by relevant authorities. There may also be delays and foreseen costs in obtaining the relevant licenses, permits and approvals to operate these facilities, which in turn could impact VinFast’s business, financial condition, results of operations, cash flows and prospects.

VinFast’s reservations may not result in completed sales of its vehicles and its actual vehicle sales and revenue generated for their sales could differ materially from the number of reservations received.

VinFast’s reservation program for its vehicles requires customers to place a small reservation fee. Each reservation fee is cancellable and fully refundable without penalty until the customer enters into a sale and purchase agreement for the vehicle they select. VinFast has experienced cancelations in the past, and it is possible that a significant number of customers who reserved its vehicles, including corporate customers and third party dealers with multi-vehicle orders as well as customers that have reserved multiple EVs, may not ultimately complete their purchases for any reason, including due to reasons and factors which may be outside of

 

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VinFast’s control, such as rising inflation, deterioration of economic conditions in its end markets, and the availability and cost of consumer credit. VinFast does not typically verify the identity of customers making reservations. Customers who have made reservations may have made reservations for multiple vehicles while deciding which vehicle to ultimately purchase and may continue to evaluate the attractiveness of vehicle pricing and other factors, in each case up until the time they are given the opportunity to place orders. The wait time from the time a reservation is made until the time the vehicle is delivered, and any delays beyond expected wait times, could impact consumer decisions on whether to ultimately make a purchase and result in customer dissatisfaction. From time to time, VinFast has experienced delayed vehicle deliveries which have resulted in customer dissatisfaction, and there can be no assurance that this will not happen again in the future. As VinFast recognizes revenue upon the sale of a vehicle at the time the vehicle is delivered to the customer, its reservation numbers may not be indicative of its future revenue generations and prospects. Furthermore, a portion of its reservations represent reservations made by Vingroup employees who receive discounts on interest payments with respect to vehicle financing as employees of Vingroup-affiliated companies. As a result, VinFast’s historical pace of attracting reservations may not be indicative of its pace of attracting reservations in the future.

VinFast’s future growth is dependent on the demand for, and upon consumers’ willingness to adopt EVs, which may be affected by various factors, including developments in EV or alternative fuel technology.

VinFast’s future growth is dependent on the demand for, and upon consumers’ willingness to adopt EVs. Demand for EVs may be affected by many factors, such as factors directly impacting EV prices or the cost of purchasing and operating EVs such as sales and financing incentives, prices of raw materials and parts and components, cost of petroleum and governmental regulations, including tariffs, import regulations, evolving technical regulations and standards, and other taxes. Concerns over global economic conditions, stock market volatility, energy costs, geopolitical issues, inflation and central banks’ decisions to increase interest rate increases in response, the availability and cost of credit, and slowing of economic growth and forecasts of a recession in VinFast’s target markets and the global economy may dampen demand for EVs. Demand for EVs may also be adversely affected by increases in demand for ICE vehicles relative to demand for EVs, which in turn may be driven by many factors. Volatility in EV demand may lead to lower vehicle unit sales, which may result in downward price pressure and adversely affect VinFast’s business, prospects, financial condition, results of operations, and cash flows.

The market for EVs is still evolving, characterized by changing EV and alternative fuel technologies, a competitive pricing environment, evolving government regulations and industry standards, and changing consumer demands and behaviors. VinFast may be unable to keep up with changes in EV technology or alternatives to battery-generated electricity as a fuel source and, as a result, its competitiveness may suffer. Developments in alternative fuel technologies, such as hydrogen, ethanol, fuel cells, or compressed natural gas, may materially and adversely affect VinFast’s business and prospects in ways it does not currently anticipate. Existing and other battery cell technologies, fuels or sources of energy may emerge as consumer’s preferred alternative to VinFast’s vehicles. As technologies change, VinFast will need to source and integrate the latest technology into its vehicles. The introduction and integration of new technologies into VinFast’s vehicles may increase its costs and capital expenditures required for the production and manufacture of its vehicles. Any failure by VinFast to cost efficiently implement new technologies or adjust its manufacturing operations could adversely affect its business, prospects, financial condition, results of operations, and cash flows.

If there is inadequate access to EV charging stations or related infrastructure, VinFast’s business may be materially and adversely affected.

Demand for VinFast’s vehicles will depend in part upon the availability and quality of VinFast’s charging infrastructure. In Vietnam, VinFast faces risks associated with owning and operating its EV charging station network and must ensure that its network reach and infrastructure is sufficient to meet its customers’ needs. Outside of Vietnam, VinFast markets its VinFast Power Solutions program and its ability to provide its customers with stress-free charging services, including access to a network of charging stations through strategic

 

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partnerships. In the U.S., VinFast relies on its partners, Electrify America and EVgo, to provide its U.S. customers with charging solutions at their networks of EV charging stations.

VinFast’s partners’ charging infrastructure could be impacted by challenges such as:

 

   

logistics issues, including any delays or disruptions in the provision of charging services at the charging stations;

 

   

integration with electronic payment platforms;

 

   

successful integration of VinFast’s EVs with third-party charging networks;

 

   

inadequate capacity or over capacity in certain areas, security risks or risk of damage to vehicles, charging equipment or real or personal property;

 

   

obtaining any required permits, land use rights and filings;

 

   

the potential for lack of customer acceptance of VinFast’s partners’ charging solutions; and

 

   

the risk that government support for EV and alternative fuel solutions and infrastructure may not continue.

While the prevalence of charging stations generally has been increasing, charging station locations are currently less widespread than gas stations in all of VinFast’s target markets. The lack of more widespread charging infrastructure could lead to potential customers choosing not to purchase VinFast’s EVs. Although VinFast intends to establish far-reaching charging networks in its target markets, VinFast and its charging solutions partners may be unable to expand their charging networks as fast as they intend or as the public desires, or to place the charging stations in places VinFast’s customers believe to be optimal. There can be no assurance that VinFast’s partners will continue to work with VinFast on terms acceptable to VinFast’s, or at all. To the extent VinFast or its charging solutions partners are unable to meet customer expectations or experience difficulties in providing charging solutions, VinFast’s reputation and business may be materially and adversely affected. If VinFast is unable to meet user expectations or experience difficulties in providing its charging solutions, its business, financial condition, results of operations, cash flows and prospects may be materially and adversely affected.

The unavailability, reduction or elimination of government and economic incentives or government policies which are favorable for EV manufacturers and buyers could have a material adverse effect on VinFast’s business, financial condition, results of operations, cash flows and prospects.

Any reduction, elimination, alteration, ineligibility, unavailability or discriminatory application of government subsidies, favorable trade policies and free trade agreements and economic incentives that VinFast currently or expects to receive may result in the diminished competitiveness of the alternative fuel and electric vehicle industry generally or VinFast’s vehicles. In particular, VinFast benefit from favorable tax concessions in Vietnam and the U.S. For example, in Vietnam, VinFast is entitled to corporate income tax incentives for investment projects in certain economic zones under Vietnam’s Law on Investment and the Law on Corporate Income Taxes (and its implementing regulation). As a result of such tax incentives, for the years ended December 31, 2021 and 2022 and the three months ended March 31, 2023, VinFast Vietnam was entitled to a preferential tax rate of 10% and CIT exemption, resulting in an effective tax rate of 0%. These income tax incentives will be phased out gradually over the years until 2033. The phase-out and expiry of the corporate income tax incentives may adversely affect VinFast’s results of operations. Conversely, applicable laws may impose additional barriers to electric vehicle adoption, including additional costs and adversely affect the growth of the alternative fuel automotive markets and VinFast’s business, financial condition, results of operations, cash flows and prospects. Incentives may also be put in place which benefit alternative technologies, which could adversely impact demand for EVs.

In certain markets, customers may also benefit from government incentives for the purchase of electric vehicles in the form of rebates, tax credits and other financial incentives. These governmental rebates, tax credits

 

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and other financial incentives may lower customer purchase costs or provide savings in connection with the purchase of EVs or use of EV infrastructure. For example, the IRA provides tax credits in connection with the purchase of certain EVs through 2032. However, in order for the purchase of an EV to qualify for such credits, the EV must satisfy certain requirements, including, among others, that a specified percentage of the value of the battery components in the EV be manufactured or assembled in the U.S., the final assembly of the vehicle be conducted in the U.S., the retail price of the vehicle not exceed a specified threshold which varies by vehicle type and eligible taxpayers must have incomes below certain thresholds. In 2022, VinFast entered into a series of agreements with North Carolina state and local authorities to build a manufacturing facility spanning across a site measuring approximately 733 hectares in North Carolina. Commissioning of the facility is targeted for 2025. Once this facility commences operations and final assembly of VinFast’s EVs, VinFast’s customers in the U.S. may be able to be entitled to this tax credit, subject to, among other things, their income eligibility as well as VinFast’s ability to meet requirements on battery components and critical minerals. VinFast is monitoring the issuance of the detailed guidance on these requirements by the Internal Revenue Service (“IRS”) and will be evaluating the guidance’s implications on its supply chain ecosystem in order to satisfy such requirements. If purchases of VinFast’s EVs are not able to qualify for tax credits under the IRA, demand for its EVs may decrease. There is uncertainty as to the expected benefit or impact from the IRA due to the IRA’s eligibility criteria related to consumer income, battery components and critical minerals. In addition, under the IRA, qualifying used EVs will also be eligible for a tax credit, which could cut into the sales of new EVs. Further, to the extent VinFast’s vehicles now or in the future benefit from incentives, incentives may take time to be disbursed and may not impact customer purchase decisions as expected. Incentives may also expire on specified dates, end when the allocated funding is no longer available, or be reduced or terminated as a matter of regulatory or legislative policy. There is no guarantee that the rebates, tax credits or other financial incentives for alternative energy production, alternative fuel, and EVs which have been made available will be available in the future. If current tax incentives are not available in the future, demand for EVs may stagnate or decline, which could adversely affect VinFast’s business, financial condition, results of operations, cash flows and prospects.

If VinFast fails to maintain an effective system of internal control over financial reporting in the future, it may not be able to accurately and timely report its financial condition, results of operations or cash flows, which may adversely affect investor confidence.

The Sarbanes-Oxley Act requires, among other things, that VinFast maintains effective internal control over financial reporting and disclosure controls and procedures. VinFast commenced the process of documenting and testing its control procedures in the fourth quarter of 2022 in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, and during the course of this assessment it may identify certain weaknesses and deficiencies in its control over financial reporting other than those summarized below. Beginning with VinFast’s second annual report following the consummation of the Business Combination, it will be required pursuant to SEC rules to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by VinFast’s management in internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board (“PCAOB”), 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 VinFast’s annual or interim financial statements will not be prevented or detected on a timely basis. In addition, VinFast’s independent registered public accounting firm will be required to formally attest to and report on the effectiveness of its internal control over financial reporting pursuant to the SEC rules commencing the later of the year following its first annual report required to be filed with the SEC or the date it is no longer an “emerging growth company” (“EGC”) (as defined in the JOBS Act). See “—Risks Related to Being a Public Company—VinFast will incur increased costs as a result of being a public company, particularly after it ceases to qualify as an “emerging growth company.” At the time when VinFast is no longer an EGC, its independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which VinFast’s internal controls are designed, documented, operated or reviewed. Remediation efforts may not enable VinFast to avoid a material weakness in the future.

 

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Although efforts to document, test, evaluate and remediate VinFast’s internal control over financial reporting are in progress, there is a risk that VinFast will not be able to conclude, within the prescribed timeframe, that its internal control over financial reporting is effective as required by Sarbanes-Oxley Act Section 404. Testing and maintaining internal control may divert VinFast management’s attention from other matters that are important to its business. During the evaluation and testing process, VinFast may identify one or more material weaknesses in internal control over financial reporting, VinFast may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with the SEC rules or its independent registered public accounting firm may not issue an unqualified opinion. If either VinFast is unable to conclude that it has effective internal control over financial reporting or VinFast’s independent registered public accounting firm is unable to provide it with an unqualified report, investors could lose confidence in VinFast’s reported financial information, which could cause the price of its ordinary shares to decline and could subject it to investigation or sanctions by the SEC. Failure to remedy any material weakness in internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict future access to the capital markets. Additionally, ineffective internal control over financial reporting could expose VinFast to increased risk of fraud or misuse of corporate assets and subject it to potential delisting from the stock exchange on which it lists, regulatory investigations and civil or criminal sanctions. VinFast may also be required to restate its financial statements from prior periods.

VinFast has identified material weaknesses in its internal control over financial reporting. If VinFast’s remediation of such material weaknesses is not effective, or if it experiences additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, its ability to produce timely and accurate financial statements and comply with applicable laws and regulations could be impaired.

Although VinFast is not yet subject to the certification or attestation requirements of Section 404 of the Sarbanes-Oxley Act, in connection with the audit of its consolidated financial statements as of December 31, 2022 and for the year then ended, its management and its independent registered public accounting firm identified deficiencies that represented material weaknesses in its internal control over financial reporting. The material weaknesses identified by management related to (i) insufficient comprehensive accounting policies and procedures to facilitate preparation of U.S. GAAP consolidated financial statements and (ii) insufficient financial reporting and accounting personnel with appropriate knowledge, skills, and experience in the application of U.S. GAAP and the Securities and Exchange Commission (“SEC”) rules to prepare consolidated financial statements and related disclosures completely and accurately.

VinFast has adopted a remediation plan to address the material weaknesses identified above. See “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting” for details of VinFast’s remediation plan. Material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period and management has concluded, through testing, that these controls are operating effectively.

VinFast cannot assure you that it will successfully implement its remediation plan, or that its remedial efforts will be sufficient to address the control deficiencies that led to the material weaknesses in internal control over financial reporting, or that they will prevent potential future material weaknesses or control deficiencies. If VinFast’s remediation efforts are not successful or other material weaknesses or control deficiencies are identified in the future, the accuracy and timing of its financial reporting may be adversely affected, and consequently it may be unable to file timely periodic reports in compliance with securities laws and stock exchange listing requirements, which may diminish investor confidence in its financial reporting and its share price may decline.

Additionally, VinFast has not performed an evaluation of its internal control over financial reporting as permitted under the JOBS Act; accordingly, it cannot assure you that it has identified all, or that it will not in the future have additional, material weaknesses. Material weaknesses may still exist when VinFast reports on the

 

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effectiveness of its internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, beginning with its second annual report after the consummation of the Business Combination.

VinFast’s vehicles currently make use of lithium-ion battery cells; lithium-ion battery cells have been observed to catch fire or vent smoke and flame.

The battery packs in VinFast’s EVs make use of lithium-ion cells. On rare occasions, lithium-ion cells have been reported to vent smoke and flames in a manner that can ignite nearby materials. If the battery packs in VinFast’s EVs experience failure, it could subject VinFast to lawsuits, product recalls, or redesign efforts, all of which would be time consuming and expensive. In addition, negative public perceptions regarding the suitability of lithium-ion cells for automotive use or any future incident involving lithium-ion cells such as a vehicle or other fire, even if not involving VinFast’s vehicles, could seriously harm its business. In addition, VinFast stores lithium-ion cells at its EV manufacturing facilities, which could prove hazardous if not stored and handled properly, resulting in damages, injuries or adverse publicity. Moreover, any failure of a competitor’s electric vehicle or energy storage products may indirectly cause indirect adverse publicity for VinFast’s industry as a whole, VinFast and its products. Such adverse publicity could negatively affect VinFast’s brand and harm its business, financial condition, results of operations, cash flows and prospects.

VinFast collaborate with a range of third parties, including for certain business partners for key aspects of its business, and any failure of these partners to deliver their services adequately will adversely impact its business, operations, reputation, results of operations and prospects.

VinFast contracts with third parties to provide certain products and services to its customers. The battery packs in VinFast’s EVs are supplied by VinES and other third parties. The charging network access that VinFast provides in international markets are owned and managed by third party charging network infrastructure providers. In Vietnam, although VinFast provides its own charging stations, VinFast relies on third party infrastructure providers for support of its charging network services and equipment, and may also engage third parties to provide certain after-sales services, such as body repairs and roadside assistance. VinFast has entered into arrangements with financial institutions to provide consumer financing for its EVs. VinFast plans to partner with third parties for after-sales services during its initial expansion outside of Vietnam, including roadside and off-road assistance and collision repairs.

Although VinFast takes care to select its third-party business partners and contractors, it cannot control their actions. If VinFast’s vendors fail to perform as VinFast expects, its operations and reputation could suffer if the failure harms the vendors’ ability to serve VinFast and its customers. One or more of these third-party vendors may experience financial distress, staffing shortages or liquidity challenges, file for bankruptcy protection, go out of business, or suffer disruptions in their business. VinFast may not be able to renew or enter into new arrangements with its third-party providers on terms satisfactory to it. If VinFast successfully grows its business as expected, its third-party providers will be required to meet increased requirements from it as it seeks to serve greater customer demand.

VinFast also depends, directly and indirectly, on third-party construction contractors for the expansion of its manufacturing capacity. VinFast plans to construct manufacturing facilities in the U.S. and expand the capacity at its manufacturing facility in Hai Phong, Vietnam. In part to support VinFast’s battery requirements, VinES is in the process of commissioning a battery pack assembly pack in Ha Tinh, Vietnam to expand its battery pack production capabilities beyond its existing facilities in Hai Phong, Vietnam. In addition, VinES is developing a second lithium cell facility in Ha Tinh, Vietnam, in collaboration with Gotion. Any delay or deficiency in the work of such third-party contractors could, directly or indirectly, have a material and adverse effect on VinFast’s business, operations and prospects.

The use of third-party vendors represents an inherent risk to VinFast that could materially and adversely affect its business, financial condition, results of operations, cash flows and prospects.

 

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VinFast may experience issues with the recycling of its lithium-ion cells and battery modules, which may harm its business and reputation.

VinFast’s business requires it to dispose of battery components used in the production of its EVs. VinFast’s ability to appropriately and efficiently handle the recycling of its lithium-ion cells and battery modules will depend on VinFast’s and its partners’ ability to develop and put in place efficient and low-cost recycling capabilities and processes that meet future recycling needs.

VinFast’s research and development efforts may not yield expected results.

Technological innovation is critical to VinFast’s success. VinFast has developed some of its technologies in-house, and it also collaborates with third-party business partners, including its affiliates in the Vingroup technology ecosystem, for the design and continued development of its EV offerings. VinFast has invested in its research and development efforts and expect to continue doing so in the future. Research and development activities are inherently uncertain, and there can be no assurance that VinFast will continue to achieve technological breakthroughs and successfully commercialize such breakthroughs. A delay in the development or regulatory approval (if applicable) of technologies for VinFast’s new EV models could delay its expected timelines to bring new vehicles to market or to provide upgrades to existing models or generally fail to meet customer demand, which would in turn damage its brand and reputation, adversely affect its business, financial condition, results of operations, cash flows and prospects and cause liquidity constraints.

VinFast’s vehicles rely on software and hardware that is highly technical, and if these systems contain errors, bugs, vulnerabilities, or design defects, or if VinFast is unsuccessful in addressing or mitigating technical limitations in its systems, or if it is unable to coordinate with vendor and suppliers in a timely and effective manner, its business could be adversely affected.

VinFast’s vehicles rely on software and hardware that is highly technical and complex and may require modification and updates over the life of the vehicles. In addition, VinFast’s vehicles depend on the ability of such software and hardware to store, retrieve, process and manage data. VinFast’s software and hardware may contain errors, bugs, vulnerabilities or design defects, and its systems are subject to certain technical limitations that may compromise its ability to meet its objectives. For example, in May 2023, VinFast recalled 999 of its VF 8 vehicles in the U.S. to install a software update for the vehicle’s multimedia display screen after VinFast’s routine performance monitoring identified that the display intermittently appeared blank during operation. Some errors, bugs, vulnerabilities, or design defects inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Although VinFast will attempt to remedy any issues it observes in its vehicles effectively and rapidly, such efforts may not be timely, may hamper production or may not be to the satisfaction of its customers.

Additionally, VinFast expects to periodically deploy updates to the software (whether to address issues, deliver new features or make desired modifications). If VinFast’s OTA update procedures fail to properly update the software or otherwise have unintended consequences to the software, the software within its customers’ vehicles will be subject to vulnerabilities or unintended consequences resulting from such failure of the OTA update until properly addressed. If those remote updates fail, cause malfunctions, do not function as anticipated or have unintended consequences, the functionality of VinFast’s customers’ EVs and the safety of users of the vehicle could become compromised. Such OTA updates must also comply with applicable regulations and standards.

In the design, development and production of VinFast’s vehicles, it utilizes third-party software and complex technological hardware, some of which are licensed to it pursuant to licensing agreements and others which it has acquired from experienced business partners through technology transfer transactions. The development and implementation of such technologies in VinFast’s EVs is inherently complex and requires that it coordinates with its business partners, vendors and suppliers to integrate such technology into its EVs and

 

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ensure the interoperability of the various parts. If VinFast is unable to develop the software and technology systems necessary to operate its vehicles, its competitive position could be harmed. VinFast may also fail to detect defects and errors that are subsequently revealed, and its control over the performance of third-party services and systems may be limited.

The occurrence of software or hardware issues or other difficulties involving VinFast’s technology or other systems can adversely impact the customer experience and result in customer dissatisfaction with its vehicles. If VinFast is unable, particularly as a new entrant to the EV industry, to prevent or effectively remedy errors, bugs, vulnerabilities or defects in its software and hardware, or fail to deploy updates to its software properly or otherwise achieve customer satisfaction, it would suffer damage to its reputation, loss of customers, loss of revenue or liability for damages, any of which could adversely affect its business, prospects, financial condition, results of operations, and cash flows.

VinFast’s warranty reserves may be insufficient to cover future warranty claims, which could adversely affect its business, financial condition, results of operations, cash flows and prospects.

VinFast provides a manufacturer’s warranty on all new vehicles at the time of sale as well as a warranty on batteries in its EVs. In addition, notwithstanding the sale of the ICE Assets to VIG, the liabilities continue to rest with VinFast. Pursuant to the warranties associated with the ICE vehicles, VinFast is responsible for servicing the ICE vehicles and handling the warranty claims over the life of the warranty. VinFast has extended the warranty policy for all ICE vehicles sold and to be sold (which are ICE vehicles that VinFast produced prior to ceasing its ICE manufacturing operations and are scheduled to be delivered) to the earlier of 10 years or the first 200,000 kilometers. VinFast also offers a warranty for battery of 10 years, together with its battery subscription program for the duration of the battery lease, which may be longer than the warranty period under its outright sale model. VinFast’s battery subscription program will provide for replacement or repair in case the battery capacity falls under 70% for the duration of the battery lease.

VinFast maintains a warranty reserve for these obligations. The amount of the warranty reserve represents VinFast’s best estimate of the projected costs to repair or replace items under warranties, as well as the nature and frequency of future claims. VinFast cannot assure you that the warranty reserves that it maintains will be sufficient to fully cover claims that may arise. In addition, given the durations of VinFast’s vehicle manufacturer’s warranty offering of up to 10-year / 125,000-mile and battery warranty under the battery subscription program, it may encounter unforeseen or higher costs. VinFast could, in the future, become subject to significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect its business, financial condition, results of operations, cash flows and prospects.

If VinFast’s vehicle owners customize its vehicles with aftermarket products, or attempt to modify its vehicles’ charging systems, the vehicles may not operate properly, which may create negative publicity and could harm VinFast’s brand and business.

Automotive enthusiasts may seek to alter VinFast’s vehicles to modify their performance which could compromise vehicle safety and security systems. Also, customers may customize their vehicles with aftermarket parts that can compromise driver safety. VinFast does not test, nor does it endorses, such changes or products. In addition, customers may attempt to modify VinFast’s vehicles’ charging systems or use improper external cabling or unsafe charging outlets that can compromise the vehicle systems or expose VinFast’s customers to injury from high voltage electricity. Such unauthorized modifications could reduce the safety and security of VinFast’s vehicles and any injuries resulting from such modifications could result in adverse publicity, which may negatively affect VinFast’s brand and thus harm its business, financial condition, results of operations, cash flows and prospects.

VinFast may be subject to risks associated with autonomous driving technologies.

VinFast vehicles are being designed with connectivity for an autonomous hardware suite and will offer some autonomous functionality, such as lane change and remote parking. Autonomous driving technologies are

 

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subject to risks and there have been accidents and fatalities associated with such technologies. The safety of such technologies depends in part on driver interactions, and drivers may not be accustomed to using or adapting to such technologies. To the extent accidents associated with its autonomous driving systems occur, VinFast could be subject to liability, negative publicity, government scrutiny, and further regulation. Moreover, any incidents related to autonomous driving systems of VinFast’s competitors could adversely affect the perceived safety and adoption of VinFast’s vehicles and autonomous driving technology more broadly. Any of the foregoing could materially and adversely affect VinFast’s business, prospects, financial condition, results of operations, and cash flows.

Autonomous driving technology is also subject to considerable regulatory uncertainty as the law evolves to catch up with the rapidly evolving nature of the technology itself, all of which are beyond VinFast’s control. VinFast’s vehicles also may not achieve the requisite level of autonomy required for certification and rollout to consumers or satisfy changing regulatory requirements which would require it to redesign, modify or update its autonomous hardware and related software systems.

VinFast’s business depends on the continued efforts of its people and its ability to recruit new talent and its operations may be disrupted if it loses their services.

VinFast’s success depends on the continued efforts of its people, including its key management and employees with expertise in various areas. VinFast had turnover in some of its key management and other personnel in the past, including certain senior executives in 2021 and 2022. In addition, VinFast consolidated its North America operations in February 2023, which resulted in turnover in country-level management and other personnel. If VinFast’s personnel are unable or unwilling to continue their services with it, it might not be able to replace such personnel in a timely manner or without incurring additional costs or it might not be able to find replacements with appropriate experience. The automotive industry is characterized by high demand and intense competition for talent, and as VinFast builds its brand and become more well-known outside of Vietnam, the risk that competitors or other companies may seek to hire its talent could increase. In addition, VinFast may need to expend significant time and expense to train new employees that it is required to hire.

VinFast may be compelled to undertake product recalls or other actions, which could adversely affect its reputation and brand, and its business, financial condition, results of operations, cash flows and prospects.

VinFast may be subject to adverse publicity, damage to its brand, and costs for recalls of its vehicles. In October 2022, VinFast recalled approximately 700 of its VF e34 vehicles, which it sells exclusively in Vietnam, after being informed by its airbag supplier that certain side impact sensors for the airbags could malfunction. The recall procedure entails the replacement of the airbag’s side impact sensor and reconfiguration of the airbag control module. As of June 30, 2023, VinFast has completed servicing on approximately 90.0% of the recalled VF e 34 vehicles. VinFast expects that the costs related to the recall will be borne by the supplier, including the costs of work performed at its service shops in Vietnam. In February 2023, VinFast has recalled approximately 3,800 of its VF 8 vehicles sold to retail customers in Vietnam to repair the bolts that connect the front brake caliper to the steering knuckle in the recalled vehicles, and performed the same repair on other VF 8 vehicles in its inventory. As of June 30, 2023, VinFast have completed servicing on approximately 96.0% of the recalled VF 8 vehicles in Vietnam. In May 2023, VinFast recalled 999 of its VF 8 vehicles in the U.S. to install a software update for the vehicle’s multimedia display screen after VinFast’s routine performance monitoring identified that the display intermittently appeared blank during operation. As of June 30, 2023, VinFast has completed servicing on approximately 30.2% of the recalled VF 8 vehicles in the U.S.

Although VinFast does not believe its results of operations have been directly materially affected by these recalls, it cannot assure that these recalls will not lead to other adverse consequences or reputational harm. In the future, VinFast may at various times, voluntarily or involuntarily, initiate a recall if any of its vehicles, including any systems or parts sourced from its suppliers, prove to be defective or non-compliant with applicable laws and regulations. Such recalls, whether voluntary or involuntary, could involve significant expense and could

 

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adversely affect its brand image in its target markets, as well as its business, financial condition, results of operations, cash flows and prospects.

Pandemics and epidemics, natural disasters, terrorist activities, political unrest and other geopolitical risks could disrupt VinFast’s production, delivery, and operations, which could materially and adversely affect its business, financial condition, results of operations, cash flows and prospects.

Global pandemics, epidemics, or fear of spread of contagious diseases, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt VinFast’s business operations, reduce or restrict its supply of materials and services, incur significant costs to protect its employees and facilities, or result in regional or global economic distress, which may materially and adversely affect its business, financial condition, results of operations, cash flows and prospects. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical risks could have a similar adverse effect on VinFast’s business, financial condition, results of operations, cash flows and prospects. Any one or more of these events may impede VinFast’s production and delivery efforts and adversely affect its sales results, or even for a prolonged period of time, which could materially and adversely affect its business, financial condition, results of operations, cash flows and prospects.

In February 2022, Russian military forces launched a military action in Ukraine. The ongoing military action between Russia and Ukraine, sanctions and other measures imposed against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic by the U.S. and other countries and bodies around the world, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, has in the past and in the future could continue to adversely affect the global economy and financial markets and could adversely affect VinFast’s business, financial condition and results of operations. Additional potential sanctions and penalties have also been proposed and/or threatened. Although VinFast’s operations have not experienced material and adverse impact on supply chain, cybersecurity or other aspects of its business from the ongoing conflict between Russia and Ukraine, during times of war and other major conflicts, VinFast and the third parties upon which it relies may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt VinFast’s systems and operations, supply chain, and ability to produce, sell and distribute its goods and services. VinFast cannot predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond its control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant, could result in increases in commodity, freight, logistics and input costs and could potentially have substantial impact on the global economy and VinFast’s business for an unknown period of time.

In August 2022, Nancy Pelosi, the former Speaker of the U.S. House of Representatives, visited Taiwan despite comments in opposition of the visit from the People’s Republic of China (“PRC”) government. The PRC government subsequently conducted military exercises in the region and imposed a ban on certain exports and imports with Taiwan. Against this backdrop, VinFast cannot assure you that future developments in the relationship between mainland China and Taiwan will not adversely affect its supply chain, its industry and the global economy and its business, financial condition and results of operations.

VinFast’s servers and data are located in data centers that have implemented data protection and disaster recovery measures and protocols, backup systems and redundancies. Nevertheless, fires, earthquakes, floods, typhoons, power loss, telecommunication failures, break-ins, riots, terrorist attacks or other similar events at the sites of VinFast’s service providers may still cause damage or interruption to its systems and operations. Any of the foregoing events may give rise to interruptions, damage to VinFast’s property, delays in production, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect its business, financial condition, results of operations, cash flows and prospects.

 

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VinFast will be subject to risks associated with foreign exchange rate fluctuations and interest rate changes.

VinFast intends to operate in numerous markets worldwide and as such will be exposed to risks stemming from fluctuations in currency and interest rates. VinFast’s exposure to currency risk is mainly linked to differences in the geographic distribution of its manufacturing and commercial activities, resulting in cash flows from sales being denominated in currencies different from those of purchases or production activities. VinFast also import some supplies and components used in the manufacture of its EVs. Meanwhile VinFast’s use of various forms of financing to cover future funding requirements for its activities, including loans and borrowings denominated in foreign currencies, further exposes it to variable rates of interest and foreign exchange rate fluctuations, which can affect its net revenues, finance costs and margins. As of December 31, 2022 and March 31, 2023, 63.9% and 57.8% of VinFast’s total debt (which consists of VinFast’s short-term and current portion of long-term interest-bearing loans and borrowings and long-term interest-bearing loans and borrowings, excluding borrowings from related parties) was denominated in U.S. dollars, 35.9% and 42.2% was denominated in Vietnamese Dong and 0.2% and nil was denominated in euros, respectively. An increase in interest rates will increase VinFast’s debt service obligations in respect of existing borrowings. As of December 31, 2022 and March 31, 2023, VND53,617.4 billion ($2,271.9 million) and VND58,757.8 ($2,489.7 million), or 95.4% and 95.8% of VinFast’s total debt had floating interest rates, respectively. Although VinFast 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 its business, prospects, financial condition, results of operations, and cash flows.

In addition, VinFast intends to offer financing of its vehicles to potential customers through a third-party financing partner or partners and are subject to risks of interest rate changes that affect the availability of affordable consumer credit. For example, in the U.S., in response to rising rates of inflation, the Federal Reserve Board increased the benchmark federal funds interest rates multiple times in 2022, and has signaled that there may be additional federal funds interest rate increases during 2023. This rising rate environment and the speed with which it has been occurring could negatively impact VinFast’s customers’ desire or ability to obtain financing to purchase or lease its vehicles.

Risks Related to VinFast’s Relationship with Vingroup

VinFast’s corporate actions that require shareholder approval will be substantially controlled by its controlling shareholders who will have the ability to control or exert significant influence over such matters, which may prevent you and other shareholders from influencing significant decisions and reduce the value of your investment.

Vingroup, VIG and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”) hold equity interests of 51.5%, 33.5% and 15.0% in VinFast, respectively. Each of these shareholders is majority owned by Mr. Pham Nhat Vuong. Immediately following the consummation of the Business Combination, Vingroup, VIG and Asian Star will own 51.0%, 33.2% and 14.9% of VinFast’s issued and paid-up ordinary shares, respectively, in the no redemptions scenario, 51.0%, 33.2% and 14.9% of VinFast’s issued and paid-up ordinary shares, respectively, in the 50% of the maximum redemptions scenario, and 51.0%, 33.2% and 14.9% of VinFast’s issued and paid-up ordinary shares, respectively, in the maximum redemptions scenario. While the business of VinFast will be managed by, or under the direction or supervision of, its directors, as long as these shareholders and Vingroup’s Chairman continue to control shares representing a majority of VinFast’s voting power, they will generally be able to determine the outcome of all corporate actions requiring shareholder approval, and control or exert significant influence on the composition of the board of directors. If VinFast’s controlling shareholders do not dispose of their ordinary shares, they could retain control over VinFast for an extended period of time or indefinitely. VinFast’s controlling shareholders may decide to sell a significant portion of VinFast’s ordinary shares to a third party, including to one of its competitors, thereby giving that third party substantial influence over VinFast’s business and its affairs. Such a sale could be contrary to the interests of VinFast’s other shareholders. Business opportunities may arise that are attractive to VinFast and its controlling shareholders’ other interests, and there can be no assurance that VinFast’s controlling shareholders will direct those

 

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opportunities to VinFast. Instead, VinFast’s controlling shareholders may seek to direct VinFast to engage with Vingroup affiliates instead of unrelated third parties. VinFast does not have any non-competition agreements in place with any of its affiliates, and as a result, although VinFast believes Vingroup intends to conduct its EV business solely through VinFast, Vingroup or its affiliates could in the future, provide products or services which compete with VinFast.

VinFast’s Global CEO, Ms. Le Thi Thu Thuy, also holds the position of Vice Chairwoman of Vingroup. This relationship could create, or appear to create, conflicts of interest when faced with decisions with potentially different implications for VinFast and its Vingroup affiliates.

Because VinFast’s controlling shareholders’ interests may differ from the interests of its other shareholders, actions taken by VinFast’s controlling shareholders may be more favorable to those shareholders than to VinFast or its other shareholders. This concentration of ownership may also discourage, delay or prevent a change in control of VinFast. As a result, the substantial control of VinFast’s controlling shareholders over VinFast may reduce the value of your investments.

VinFast has relied on Vingroup for financial support and are dependent on Vingroup affiliates for key aspects of its business. Accordingly, VinFast has engaged in various related party transactions with Vingroup, and any potential conflicts of interest or unfavorable market conditions or adverse business operation of Vingroup and Vingroup affiliates could have an adverse effect on VinFast’s business and results of operations. Due to VinFast’s close association with Vingroup and its affiliates, VinFast could also be impacted by matters affecting their reputation, including litigation, regulatory or other matters.

VinFast has relied on its parent company, Vingroup, for financial support. Vingroup and its affiliates have been VinFast’s key investors since inception, and have made significant investments in VinFast, including in the form of debt financing, corporate loan guarantees and capital contributions. Between 2017 and March 31, 2023, Vingroup, its affiliates, and external lenders have deployed approximately $9.3 billion to fund VinFast’s operating expenses and capital expenditures. For details, see “Certain Relationships and Related Party Transactions.”

VinFast depends on Vingroup affiliates for key aspects of VinFast’s business, including the provision of technology services and R&D by affiliates in the Vingroup technology ecosystem. VinFast also sublease the site in Hai Phong, Vietnam where its main manufacturing facility is located, from Vinhomes Industrial Zone Investment Joint Stock Company (“VHIZ JSC”). VinFast obtains certain shared management assistance services and license key intellectual property used in its business from Vingroup, including its trade name, its logo, its EV names, such as VINFAST VF 5, VINFAST VF 6, VINFAST VF 7, VINFAST VF 8 and VINFAST VF 9, and its e-scooter names, such as Klara, Theon, Feliz and VinFast Evo 200 and the industrial design for its VF 9 model.

VinFast has also relied on Vingroup and its affiliates for a number of other commercial arrangements. These include loans from and to Vingroup and its affiliates, leases of retail and advertising spaces, procurement of goods and services related to information security and technology, raw materials and spare parts and social and other services such health care and education that VinFast provides as employee benefits and compensation. VinFast also expects to rely on related parties for construction to increase the manufacturing capacity of its facilities. VinFast derived a portion of its revenue from sales of goods and spare parts (battery related) to VinES and sales of e-buses to Vinbus Ecology Transport Services Limited Liability Company (“VinBus”) and sales of electric vehicles to GSM. VinFast may in the future enter into additional transactions with entities in which members of its board of directors and other related parties hold ownership interests.

VinFast’s affiliate, VinES, is a key battery pack supplier to VinFast and also is expected to manufacture battery cells and include those battery cells in the battery packs that they supply to it in the future. VinFast does not have control over the business operations of VinES, though it remains VinFast’s affiliate within the Vingroup ecosystem. Accordingly, VinFast’s cannot guarantee the smooth operation of and stability and quality of service

 

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delivered by VinES. VinES faces similar new entrant risks that VinFast faces as a new entrant in the EV industry. See “—Risks Related to VinFast’s Business and Industry—VinFast faces risks associated with being a new entrant in the EV industry and the marketing and sale of its EVs in international markets where it only recently began delivering vehicles.” VinES will also provide consulting and management services for battery-related matters for batteries that VinFast purchases from VinES as well as third-party battery suppliers, including technology consulting, the supply of resources, network building, pricing of input materials and battery products, battery testing and development, contract negotiation, registration and application for battery certification and recycling solutions. For details, see “Certain Relationships and Related Party Transactions—Certain Relationships and Related Party Transactions—VinFast—Transactions with Vingroup Affiliates—Agreements with VinES Relating to the Battery Business.”

While the fees generated by Vingroup and its affiliates for these services are not material in the context of Vingroup’s consolidated annual turnover, if such agreements are terminated or VinFast is unable to renew the agreements on similar or favorable terms, or to secure an alternative supplier or service provider, VinFast’s business could be materially disrupted and VinFast’s results of operations, financial condition and prospects could be materially and adversely affected.

In addition, VinFast benefits from various co-marketing programs and cross-promotional activities with Vingroup affiliates. For example, as part of its promotional and appreciation campaign to new and existing homebuyers, Vinhomes Joint Stock Company (“Vinhomes”) has provided customers with gifts, including but not limited to VinFast vouchers. Vingroup has also purchased VinFast vouchers to distribute to new and existing homebuyers as part of its promotional campaigns for its real estate projects. VinFast vouchers may be used towards payment for the purchase of VinFast’s vehicles in Vietnam. To date, a significant proportion of VinFast’s historical vehicle sales which have primarily been ICE vehicles, have been made with the application of a VinFast voucher provided to the customers by Vinhomes. In 2022 and for the three months ended March 31, 2023, revenue from sales of EVs to customers applying VinFast vouchers provided by Vinhomes accounted for approximately 14% and 59% of total revenue from sales of EV, respectively. There is no assurance that such programs will continue or will be repeated, and the demand for, and sales of, VinFast’s vehicles could be adversely affected in the absence of such co-marketing programs. See “Certain Relationships and Related Party Transactions—Certain Relationships and Related Party Transactions—VinFast—Transactions with Vingroup Affiliates—Cross-Promotional Activities.” As a Vingroup subsidiary, VinFast’s reputation is linked to an extent with Vingroup and its affiliates. As such, any event or publicity that adversely affects the business or reputation, including litigation, regulatory or other matters, of Vingroup or any of its affiliates, could also have an adverse impact on VinFast’s brand and reputation, even if such event or publicity is not associated with VinFast’s products and services. VinFast may incur additional costs in addressing such matters regardless of merit or outcome. This may also divert VinFast’s management’s time and attention. In addition, VinFast, Vingroup and its affiliates could be adversely impacted by events or reports impacting the industries in which VinFast or Vingroup and its affiliates operate even if such events or reports are not directly related to VinFast or its affiliates.

Transactions with the entities in which related parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their shareholders may not align with the interests of VinFast and its unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, its purchases from and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as default.

Risks Related to VinFast’s Information Technology, Cybersecurity and Data Privacy

VinFast utilizes third-party service providers to support its service and business operations and any disruption or delays in service from these third-party providers could materially and adversely affect its business, financial condition, results of operations, cash flows and prospects.

VinFast’s brand, reputation and ability to attract customers depends on the reliable performance of its vehicles and the supporting systems, technology, and infrastructure. For example, VinFast outfits its vehicles

 

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with in-vehicle services and functionality that use data connectivity to monitor performance and capture opportunities for cost-saving preventative maintenance. The availability and effectiveness of these services depend on the continued operation of information technology and communication systems. VinFast relies on leading third party providers to host its cloud computing and storage needs. VinFast does not own, control, or operate its cloud computing physical infrastructure or their data center providers. Although VinFast has put in place disaster recovery plans, including the use of multiple cloud service providers spread out across different locations, VinFast’s systems and operations are still vulnerable to damage or interruption from, among others, fire, flood, power loss, natural disasters, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, system vulnerabilities, earthquakes and other events at the sites of such providers. Ransomware within VinFast’s information systems could target its manufacturing and/or business capabilities limiting the availability and uptime of these systems or eliciting payment from it. The occurrence of any of the foregoing events could result in damage to systems and hardware or could cause them to fail completely, and VinFast’s insurance may not cover such events or may be insufficient to compensate it for losses that may occur.

Problems faced by VinFast’s third-party cloud service providers with their telecommunications network providers with which they contract or with the systems by which they allocate capacity among their customers, including VinFast, could adversely affect the experience of VinFast’s customers. VinFast’s third-party cloud service providers could decide to close their facilities without adequate notice resulting in loss of service and negative effects in its systems. Any financial difficulties, such as bankruptcy reorganization, faced by VinFast’s third-party providers or any of the service providers with whom they contract may have negative effects on VinFast’s business, the nature and extent of which are difficult to predict.

Business interruption insurance that VinFast may carry in the future may not be sufficient to compensate it for the potentially significant losses, including the potential harm to the future growth of its business, which may result from interruptions in its service as a result of system failures. Any errors, defects, disruptions or other performance problems with VinFast’s services could harm its business, financial condition, results of operations, cash flows and prospects.

Breaches in data security, failure of information security systems and privacy concerns could subject VinFast to penalties, damage its reputation and brand, and adversely impact its business, financial condition, results of operations, cash flows and prospects.

VinFast and its suppliers and service providers may face challenges with respect to information security and privacy, including in relation to the collection, storage, transmission and sharing of information. VinFast and its suppliers and service providers collect, transmit and store confidential and personal and sensitive information of its employees and/or customers, including names, accounts, user IDs and passwords, vehicle information, and payment or transaction related information. VinFast is also subject to certain laws and regulations, such as “Right to Repair” laws, that require it to provide third-party access to its network and/or vehicle systems. In addition, VinFast’s EVs are connected to the internet and are accessible by various persons, whether remotely or in person, including by technicians during car maintenance services, and VinFast may integrate its service providers’ software or services into its systems and applications, all of which further heighten the risk of breaches of its EVs’ security systems and unauthorized access to personal data stored in the EV systems.

Increasingly, companies are subject to a wide variety of attacks on their networks and information technology infrastructure on an ongoing basis. Traditional computer “hackers,” malicious code (such as viruses and worms), phishing attempts, employee theft or misuse, denial of service attacks, ransomware attacks and sophisticated nation-state and nation-state supported actors engage in intrusions and attacks that create risks for VinFast’s (and its suppliers’) internal networks, vehicles, infrastructure, and cloud deployed products and the information they store and process. In addition, hardware, components and software that are produced by VinFast or third parties and utilized in VinFast’s EVs may contain design or manufacturing defects that could unexpectedly interfere with the operation or security of its EVs.

 

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Although VinFast has implemented security measures to prevent such attacks, its networks and systems may be breached due to the actions of outside parties, employee error, malfeasance, a combination of these, or other causes, and as a result, an unauthorized party may obtain access to its systems, networks, or data. If a threat actor is able to hack into VinFast’s EV systems, the safety of the EV and its passengers may become at risk. VinFast and its suppliers have in the past been subject to ransomware and phishing attacks. Though VinFast does not believe it experienced any material losses or any sensitive or material information was compromised, it was unable to determine conclusively that this was the case. VinFast has implemented remedial measures in response to such incidents. VinFast cannot guarantee that such measures will prevent all incidents in the future.

VinFast works with various third-party suppliers and service providers in the course of operating its business, and it depends on such third parties to take appropriate measures to protect the security and integrity of their information and systems. VinFast cannot assure you that the measures taken by its third-party suppliers and service providers will be effective.

VinFast and its third-party suppliers and service providers may face difficulties or delays in identifying or otherwise responding to any attacks or actual or potential security breaches or threats. A breach in VinFast’s data security or that of its suppliers or service providers could create system disruptions or slowdowns and provide malicious parties with access to information stored on its networks, resulting in data being publicly disclosed, altered, lost, or stolen, which could subject VinFast to liability and adversely impact its business, financial condition, results of operations, cash flows and prospects. Further, any breach in VinFast’s data security or those of its third-party suppliers and service providers could allow malicious parties to access sensitive systems, such as its product lines and the vehicles themselves. Such access could adversely impact the safety of VinFast’s employees, its customers and third parties.

Furthermore, cybersecurity organizations around the world have published warnings of increased cybersecurity threats to businesses, and external events, like the conflict between Russia and Ukraine, may increase the likelihood of cybersecurity attacks. VinFast and its suppliers and service providers may be subject to retaliatory cyberattacks by state or non-state actors in response to economic sanctions and other political actions taken by governments in the North America or Europe where it operates.

Any actual, alleged or perceived failure to prevent a security breach or to comply with VinFast’s cybersecurity policies or cybersecurity-related legal obligations, failure in VinFast’s systems or networks, or any other actual, alleged or perceived data security incident VinFast or its suppliers or service providers suffer, could result in damage to its reputation, negative publicity, loss of customers and sales, loss of competitive advantages over its competitors, increased costs to remedy any problems and provide any required notifications and consents, including to regulators and/or individuals, and otherwise respond to any incident, claims, regulatory investigations and enforcement actions, costly litigation, administrative fines and other liabilities. VinFast would also be exposed to a risk of loss or litigation and potential liability under laws, regulations and contracts that protect the privacy and security of personal data. VinFast may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs and fees, diversion of internal resources, and reputational harm.

In addition, VinFast 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 incidents, as well as costs to comply with any notification obligations resulting from any security incidents. Any of these negative outcomes could adversely impact the market perception of VinFast’s products and customer and investor confidence in VinFast, and would materially and adversely affect its business, financial condition, results of operations, cash flows and prospects.

 

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VinFast retains certain information about its customers, which may subject it to customer concerns or various privacy and consumer protection laws.

VinFast uses its vehicles’ electronic systems to log certain information about each vehicle’s use, such as location, charge time, battery usage, mileage and driving behavior, among other things, in order to aid it in vehicle diagnostics and repair and maintenance, as well as to help it customize and optimize the driving and riding experiences. VinFast’s customers may object to the use of this data, which may harm its reputation and business. Possession and use of VinFast’s customers’ driving behavior and data in conducting its business may subject it to legislative and regulatory burdens in Vietnam and other jurisdictions that could require notification of data breach, restrict VinFast’s use of such information, and hinder its ability to acquire new customers or market to existing customers. If customers allege that VinFast has improperly released or disclosed their sensitive personal data, VinFast could face legal claims, lawsuits and reputational harm. If third parties improperly obtain and use sensitive personal data of VinFast’s customers, VinFast may be required to expend significant resources to resolve these problems.

As VinFast expands its operations internationally, VinFast will be required to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal information in the U.S., Canada, Europe and elsewhere. Such regulations may impose additional regulatory obligations regarding the handling of personal information and further provide certain individual privacy rights to persons whose data is processed. Data protection and privacy-related laws and regulations are evolving and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. VinFast is monitoring these developments, but it may, in addition to other impacts, experience additional costs associated with increased compliance burdens and restrictions on the conduct of its business and the manner in which it interacts with its customers.

Failure to comply with applicable laws and regulations could result in regulatory enforcement actions against VinFast. For example, VinFast’s misuse of or failure to secure personal information could result in violation of data privacy laws and regulations, proceedings against VinFast by governmental entities or others, and/or result in significant liability and damage to its reputation and credibility. These possibilities, if borne out, could have a negative impact on revenues and profits. If a third party alleges that VinFast has violated applicable data privacy laws, it could face legal claims, damages and administrative fines as well as reputational harm among consumers, investors, and strategic partners.

Any unauthorized control or manipulation of VinFast’s vehicles’ systems could result in a loss of confidence in VinFast and its vehicles and harm its business.

VinFast’s vehicles contain complex technology systems. VinFast has designed, implemented, and tested security measures intended to prevent cybersecurity breaches or unauthorized access to VinFast’s information technology networks, its vehicles and their systems, and intend to implement additional security measures as necessary and to comply with the relevant standards of VinFast’s target markets, such as ISO 21434:2021, UNECE R-155 and R-156 regulations on the safety of connected vehicles. However, hackers and other malicious actors may attempt in the future to gain unauthorized access to modify, alter, and use networks, vehicle software and VinFast’s systems to gain control of, or to change, VinFast’s vehicles’ software or to gain access to data stored in or generated by the vehicle. Errors and vulnerabilities, including zero day vulnerabilities, in VinFast’s information technology systems will be probed by third parties and could be identified and exploited in the future, and VinFast’s remediation efforts may not be timely or successful. Any unauthorized access to or control of VinFast’s vehicles or their systems or any unauthorized access to or loss of data could result in risks to its customers and other third parties, unsafe driving conditions, or failure of its systems, any of which could result in interruptions in VinFast’s business, legal claims or proceedings which may or may not result in its favor and could subject it to significant liability. In addition, regardless of their veracity, reports of unauthorized access to VinFast’s vehicles, their systems or data, as well as other factors that may result in the perception that VinFast’s vehicles, their systems or data are capable of being “hacked” and lack appropriate safety controls, could

 

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negatively affect its brand and harm VinFast’s business, financial condition, results of operations, cash flows and prospects.

Risks Related to Regulations Applicable to VinFast

VinFast is subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm its reputation and brand, subject it to significant fines and liability, or otherwise adversely affect its business.

The laws, regulations, standards and policies are continuously evolving. The costs of compliance, including remediation of any discovered issues and any changes to VinFast’s operations mandated by new or amended laws, may be significant, and any failures to comply could result in additional expenses, delays or fines. As VinFast expands its business into the target markets, it is in the process of reviewing the applicable laws and regulations in each jurisdiction, including required approvals, licenses and permits. Such laws, regulations, standards and policies continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could adversely increase VinFast’s compliance costs or otherwise affect its business.

All vehicles sold must comply with applicable standards, including mandated safety standards, in each market where VinFast’s vehicles are sold. Vehicles must pass various tests and undergo certification and processes before being delivered to consumers. VinFast’s manufacturing facilities may be subject to scheduled and unscheduled inspections by government agencies. Failure by VinFast to satisfy motor vehicle standards and relevant certification and approval requirements would materially and adversely affect VinFast’s business, financial condition, results of operations, cash flows and prospects. VinFast is not able to predict with certainty the duration or outcome of testing (including EPA range testing), approval, licensing and permitting processes that its vehicles undergo in its target markets. Adverse outcomes or unexpected delays in these processes have in the past required, and could in the future require, VinFast to adjust its rollout or delivery schedules and could adversely impact its business. Such developments, in turn, could result in negative publicity or adversely affect VinFast’s brand and reputation.

VinFast’s business plan includes the direct sale of vehicles to retail consumers. The laws governing licensing of dealers and sales of motor vehicles vary from jurisdiction to jurisdiction. For example, in the U.S., most states require a dealer license to sell new motor vehicles within the state, and many states prohibit manufacturers from being a licensed dealer and directly selling new motor vehicles to retail consumers. The application of these types of laws to VinFast’s operations continues to be difficult to predict but could pose operational challenges for it in the future. VinFast and others in its industry may face legal challenges to this distribution model, including from car dealers and their lobbying organizations. Because laws vary from jurisdiction to jurisdiction, VinFast distribution model must be carefully established, and its sales and service processes must be continually monitored for compliance with the various state requirements, which change from time to time. Regulatory compliance and likely challenges to the distribution model may add to the cost of VinFast’s business.

VinFast’s business could be adversely affected by trade tariffs, export control laws or other trade barriers.

VinFast’s business could be affected by the imposition of tariffs, export control laws and other trade barriers, which may make it more costly or difficult for it to export its vehicles to the imposing country. VinFast will become subject to additional tariffs, laws and barriers as it enters into new markets. VinFast may experience cost increases as a result of existing or future tariffs, and may not be able to pass on such additional costs to its customers, or otherwise mitigate the costs. In the event that VinFast raises prices to help cover the higher costs, it may face lower demand for its exported vehicles. A violation of export control laws could subject VinFast to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal penalties, collateral consequences, remedial measures and legal expenses. Any of the foregoing could materially and adversely affect VinFast’s business, financial condition, results of operations, cash flows and prospects.

 

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Misconduct by VinFast’s employees could expose it to legal liabilities, reputational harm and/or other damages to its business.

VinFast’s employees play critical roles in ensuring the safety and reliability of its products and services and/or its compliance with relevant laws and regulations. Certain of VinFast’s employees have access to sensitive information (including customer data) and/or proprietary technologies and know-how. VinFast cannot assure you that its employees will always abide by the terms of their labor contracts, its codes of conduct, policies and procedures nor that the precautions it takes to detect and prevent employee misconduct will always be effective. If any of VinFast’s employees engage in any misconduct, illegal or suspicious activities, including but not limited to, misappropriation or leakage of sensitive client information or proprietary information, VinFast and such employees could be subject to legal claims and liabilities and VinFast’s reputation and business could be adversely affected as a result. In addition, while VinFast seeks to effectively screen candidates during the recruitment process, it cannot assure you that it will be able to uncover misconduct of job applicants that occurred before it offered them employment, or that VinFast will not be affected by legal proceedings against its existing or former employees as a result of their actual or alleged misconduct.

VinFast may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings. If the outcomes of these proceedings are adverse to VinFast, it could have a material adverse effect on VinFast’s business, financial condition, results of operations, cash flows and prospects.

Except as disclosed in “VinFast’s Business—Legal Proceedings,” VinFast is currently not party to any material legal or administrative proceedings. However, in light of the nature of VinFast’s business, VinFast and its management are susceptible to potential claims or disputes. VinFast and certain of its management have been, and may from time to time in the future be, subject to or involved in various claims, disputes, lawsuits and other legal and administrative proceedings. Lawsuits and litigations may cause VinFast to incur defense costs, utilize a significant portion of its resources and divert management’s attention from its day-to-day operations, any of which could harm its business. Claims arising out of actual or alleged violations of law, breach of contract or torts could be asserted against VinFast by customers, business partners, suppliers, competitors, employees or governmental entities in investigations and legal proceedings.

VinFast may become subject to product liability claims, which could harm its business, financial condition, results of operations, cash flows and prospects if it is not able to successfully defend or insure against such claims.

The automotive industry experiences significant product liability claims, including in respect of defects in or malfunctions of batteries leased under VinFast’s battery subscription program, and it faces inherent risk of exposure to claims in the event its vehicles do not perform as expected or malfunction resulting in property damage, personal injury or death. A successful product liability claim against VinFast could require it to pay a substantial monetary award. Moreover, a product liability claim, even if unsuccessful, could generate substantial negative publicity about VinFast’s vehicles and business. A product liability claim could also slow or prevent commercialization of VinFast’s future vehicle candidates which would have a material adverse effect on its brand, business, prospects and operating results. Any lawsuit seeking significant monetary damages may have a material adverse effect on VinFast’s brand and reputation, and its business, financial condition, results of operations, cash flows and prospects.

VinFast’s insurance coverage strategy may not be adequate to protect it from all business risks.

VinFast has limited liability insurance coverage for its products and business operations. While VinFast currently carries commercial general liability, commercial automobile liability, product liability, excess liability, workers’ compensation, employment practices liability and directors’ and officers’ insurance policies, and plan to cover all mandatory insurance policies, it cannot be certain that its insurance coverage will be sufficient to cover all future claims against it and any other business-related risks, including any losses resulting from product

 

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defects, fires, natural calamities or acts of God. Any imposition of liability that is not covered by VinFast’s existing insurance, or is in excess of its existing insurance coverage could harm its business operations and results.

A successful liability claim against VinFast due to injuries or other costs suffered by its customers could generate substantial negative publicity about its vehicles and materially and adversely affect brand and reputation, as well as its business, financial condition, results of operations, cash flows and prospects. In addition, VinFast does not have any business disruption insurance. Any business disruption event could result in substantial cost to VinFast and diversion of its resources.

VinFast is subject to various environmental, health and safety laws and regulations that could impose substantial costs on it and cause delays in expanding its production facilities.

VinFast’s operations are subject to environmental laws and regulations in the jurisdictions where it operates, including laws relating to the use, handling, storage, disposal of and human exposure to hazardous materials. Environmental, health and safety laws and regulations are complex and may require significant time, management attention and costs to ensure continued compliance. Changes in these laws or other new environmental, health and safety laws and regulations may require VinFast to change its operations, potentially resulting in a material adverse effect on its business, financial condition, results of operations, cash flows and prospects. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Violations of these laws could result in substantial fines and penalties, third-party damages, suspension of production, remedial actions or a cessation of VinFast’s operations. Contamination at properties VinFast owns or operates or properties to which it sends hazardous substances may result in liability for it under environmental laws and regulations.

VinFast’s operations are also subject workplace safety laws and regulations, which require compliance with various workplace safety requirements, including requirements related to environmental safety. These laws and regulations can give rise to liability for oversight costs, compliance costs, bodily injury (including workers’ compensation), fines, and penalties. Additionally, non-compliance could result in delay or suspension of production or cessation of operations. The costs required to comply with workplace safety laws can be significant, and non-compliance could adversely affect VinFast’s production or other operations, which could have a material adverse effect on its business, prospects and results of operations.

As VinFast expand into new markets, it will become subject to additional environmental, health and safety laws and regulations. VinFast may incur additional costs to ensure compliance with such laws and regulations, as well as to manage local labor practices.

Increasing scrutiny and changing expectations from VinFast’s investors, customers and employees with respect to VinFast’s ESG practices may impose additional costs on VinFast or expose it to new or additional risks.

Investors, customers, employees, regulators and other stakeholders have expressed increasing interest in VinFast’s ESG practices. Such practices may be taken into consideration by investors in making their investment decisions, and they may not invest in VinFast if they believe that its ESG practices are inadequate or may invest in VinFast’s competitors if VinFast’s ESG practices are perceived to be less robust than that of its competitors. The criteria by which companies ESG practices are assessed are subject to change. VinFast may be subject to heightened scrutiny from stakeholders and other third parties in respect of its ESG performance, and it may be required to undertake costly initiatives to maintain a positive ESG outlook or to satisfy any new criteria. VinFast’s brand and reputation may be adversely affected if it fails to meet applicable ESG standards or fails to maintain its rating. In addition, VinFast’s competitors may achieve similar or better ratings than VinFast in the future.

 

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VinFast may be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws, and noncompliance with such laws can subject VinFast to administrative, civil, and criminal penalties, collateral consequences, remedial measures, and legal expenses, all of which could adversely affect VinFast’s brand and reputation and its business, financial condition, results of operations, cash flows and prospects.

VinFast is or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which VinFast conducts or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations. The FCPA prohibits VinFast and its officers, directors, employees and business partners acting on its 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 VinFast’s brand and reputation and business, financial condition, results of operations, cash flows and prospects. VinFast’s policies and procedures designed to ensure compliance with these regulations may not be sufficient and VinFast’s directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which it may be held responsible.

Non-compliance with applicable anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject VinFast to whistleblower complaints, adverse media coverage, investigations, contractual breaches, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect its business, financial condition, results of operations, cash flows and prospects. In addition, changes in economic sanctions laws in the future could adversely impact VinFast’s business and investments in its ordinary shares.

VinFast and its subsidiaries are subject to international trade restrictions imposed by various jurisdictions, which can include economic sanctions and export controls imposed by the United States, other target markets of VinFast and its subsidiaries, and other applicable jurisdictions, and the failure of VinFast and its subsidiaries to comply with such restrictions could adversely affect its reputation and results of operations.

VinFast and its subsidiaries are subject to trade restrictions imposed by governments around the world to the extent that such authorities have jurisdiction over the operations of VinFast and its subsidiaries. These restrictions include economic and trade sanctions administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, and the European Union, export controls administered and enforced by the U.S. Department of Commerce, as well as similar trade restrictions administered and enforced by governmental authorities in VinFast and its subsidiaries’ other target markets outside of Vietnam. Such laws and regulations prohibit or restrict certain operations, trade practices, investment decisions, and partnering activities, including dealings with certain countries or territories, and with certain designated persons.

If VinFast and its subsidiaries fail to comply with applicable trade restrictions, they could be subject to penalties or other remedial measures. In addition, the employees, dealers or independent export/import companies of VinFast and its subsidiaries may engage in conduct for which VinFast and its subsidiaries might be held responsible and expose them to reputational harm. Further, internal or governmental investigations could be expensive and disruptive. VinFast and its subsidiaries cannot assure that the policies and procedures that they have designed and implemented to promote compliance with applicable trade restrictions will be effective in preventing possible violations, including violations related to the unauthorized diversion of vehicles to countries, territories or persons that are the target of economic sanctions or other international trade restrictions.

 

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VinFast is subject to taxation in multiple jurisdictions. Tax laws in these jurisdictions are often complex and require VinFast to make subjective determinations that may be scrutinized by tax regulators.

VinFast is subject to many different forms of taxation in each of its countries of operation, including income tax, withholding tax, property tax, VAT and other payroll-related taxes. Tax law and administration is complex, subject to change and varying interpretations and often requires Global Blue to make subjective determinations. Relevant tax authorities in such jurisdictions may not agree with the terminations that are made or the positions taken by VinFast with respect to the application of tax law. Such disagreements could result in lengthy legal disputes, an increased overall tax rate applicable to VinFast and, ultimately, in the payment of substantial amounts of tax, interest and penalties, which could have a material adverse effect on its business, results of operations and financial condition.

Additional tax expenses could accrue in relation to previous or subsequent tax assessment periods, which are still subject to a pending tax audit or have not been subject to a tax audit yet. VinFast has open tax years from 2020 to 2022 with tax authorities in various jurisdictions. Tax authorities in such countries could revise original tax assessments and substantially increase the tax burden (including interest and penalty payments) of the relevant entities. They may have the authority to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. The realization of any of these risks could have a material adverse effect on VinFast’s business, results of operations and financial condition.

Risks Related to VinFast’s Intellectual Property

VinFast’s use of open source software in its applications could subject its proprietary software to general release, adversely affect its ability to sell its services and subject it to possible litigation, claims or proceedings.

VinFast uses open source software in connection with the development and deployment of its products and services, and it expects to continue to use open source software in the future. Companies that use open source software in connection with their products have, from time to time, faced claims challenging the use of open source software and/or compliance with open source license terms. As a result, VinFast could be subject to suits by parties claiming ownership of what VinFast believes to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses may require users who distribute proprietary software containing or linked to open source software to publicly disclose all or part of the source code to such proprietary software and/or make available any derivative works of the open source code under the same open source license, which could include proprietary source code. In such cases, the open source software license may also restrict VinFast from charging fees to licensees for their use of its software. While VinFast monitors the use of open source software and try to ensure that open source software is not used in a manner that would subject its proprietary source code to these requirements and restrictions, such use could inadvertently occur, in part because open source license terms are often ambiguous and have generally not been interpreted by U.S. or foreign courts.

VinFast may not be able to prevent others from unauthorized use of its intellectual property, which could harm its business and competitive position.

VinFast may not be able to prevent others from unauthorized use of its intellectual property, which could harm its business and competitive position. VinFast relies on a combination of owned, jointly owned and licensed patents, trade secrets (including those in its know-how), copyrights, service marks, trademarks and other rights granted by intellectual property laws, as well as employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights to establish and protect VinFast’s technology and intellectual property rights. While Vingroup has registered VinFast’s tradename, logo and V line design worldwide, VinFast’s EV and e-scooter names have only been registered in its target markets, while the

 

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industrial designs for various EV models have only been submitted and registered in various key markets. Thus, VinFast’s intellectual property rights may not be enforceable across various international jurisdictions and may be challenged, contested, circumvented or invalidated by third parties.

The occurrence of any of the foregoing events may result in limitations in the scope of VinFast’s intellectual property or restrictions on VinFast’s use of its intellectual property rights or may adversely affect the conduct of its business. Despite VinFast’s efforts to protect its owned, jointly owned and licensed intellectual property rights, third parties may attempt to copy or otherwise obtain and use VinFast’s intellectual property or seek court declarations that they do not infringe upon VinFast’s intellectual property rights. Monitoring unauthorized use of VinFast’s intellectual property is difficult and costly, and the steps VinFast has taken or will take to prevent misappropriation may not be successful. From time to time, VinFast may have to resort to litigation to enforce its intellectual property rights, which could result in substantial costs and diversion of its resources. Failure to adequately protect VinFast’s intellectual property rights could result in its competitors offering similar products, potentially resulting in the loss of some of VinFast’s competitive advantage and a decrease in its revenue which would adversely affect its business, financial condition, results of operations, cash flows and prospects.

VinFast may need to defend itself and its employees, agents and contractors against patent, trademark and/or other intellectual property right infringement claims, which may be time-consuming and would cause VinFast to incur substantial costs.

VinFast is involved in and may in the future become party to additional intellectual property infringement proceedings. From time to time, VinFast may receive communications from holders of patents, trademarks, trade secrets or other intellectual property or proprietary rights alleging that VinFast is infringing, misappropriating, diluting or otherwise violating such rights either directly or through its employees, agents or contractors. Such parties may in the future bring suits against VinFast alleging infringement or other violation of such rights, or otherwise assert their rights and urge VinFast to take licenses to their intellectual property. Moreover, if the third-party technology partners (including VinFast’s affiliates) with whom VinFast jointly owns or from whom it licenses intellectual property rights infringe, misappropriate, dilute or otherwise violate other parties’ intellectual property rights, VinFast may also be subject to liability pursuant to any ensuing litigation.

Litigation or other legal proceedings relating to intellectual property claims, regardless of merit, may cause VinFast to incur significant expenses and could distract VinFast’s technical and management personnel from their normal responsibilities, even if VinFast ultimately prevails in such proceedings. Further, if VinFast or the third-party technology partners with whom VinFast jointly own or from whom VinFast licenses intellectual property rights are determined to have infringed upon a third party’s intellectual property rights, VinFast may be required to do one or more of the following:

 

   

cease selling or leasing, incorporating certain components into, or using vehicles or offering goods or services that incorporate or use the intellectual property that it allegedly infringe, misappropriate, dilute or otherwise violate;

 

   

pay substantial royalty or license fees or other damages;

 

   

seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable or exclusive terms or at all;

 

   

redesign or re-engineer its vehicles or other technology, goods or services, which may be costly, time-consuming or impossible; or

 

   

establish and maintain alternative branding for its products and services.

Although VinFast’s contracts with third parties typically include indemnification clauses which require such parties to indemnify VinFast against any damages arising from infringements of other’s intellectual property rights, in the event of a successful claim of infringement against VinFast or its third-party technology partners, or

 

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if VinFast fails or are unable to obtain a license to the infringed technology or other intellectual property right, VinFast’s business, financial condition, results of operations, cash flows and prospects could still be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention. VinFast’s rights to indemnity may not fully cover the costs or damages arising from any intellectual property right infringements that may occur.

Risks Related to Vietnam

There are risks associated with investments in companies with operations in Vietnam, including in relation to political, economic and legal conditions.

Currently, substantially all of VinFast’s assets are located in Vietnam. As a result, future political, economic, legal and social conditions in Vietnam, as well as certain actions and policies that the government may or may not take or adopt, could materially and adversely affect VinFast’s business, financial condition, results of operations and prospects. The laws and regulatory apparatus affecting the Vietnamese economy are evolving with continuing improvements and increasing transparency but are still not as well established as the laws and regulatory apparatus of regions such as Western Europe and the U.S. laws and regulations may be interpreted and enforced differently in different provinces across Vietnam. Policy changes and interpretations of applicable laws may produce unexpected consequences. In addition, corporate government and shareholders’ rights, uncertainties and limitations remain in Vietnam in relation to the interpretation and enforcement of laws. Major tax laws and regulations in Vietnam have undergone significant changes in the past decade and may continue to be amended, supplemented and clarified in the future. VinFast cannot predict when Vietnam’s legal system will obtain the level of certainty and predictability of other jurisdictions with more developed legal systems. Any adverse changes in VinFast tax status in Vietnam or tax laws, regulations or policies in Vietnam could adversely affect VinFast’s business, financial condition, results of operations and prospects. In addition, relevant authorities may take different interpretations of tax laws than VinFast does, leading VinFast to incur costs or liabilities.

The performance and growth of VinFast’s business in Vietnam is dependent on the health of the overall economy of Vietnam, and in particular, the automotive market and consumer demand as well as strong credit growth. Vietnam’s economy has been subject to significant fluctuations in the past, and any estimates or projections of future economic growth in Vietnam are subject to potential risks and uncertainties. The Vietnamese economy may also be adversely affected by external factors, including the monetary policy changes implemented in the U.S. and Europe. In recent months, prompted by rising benchmark U.S. dollar interest rates and a strengthening U.S. dollar, the central bank of Vietnam has raised policy rates, whilst the Vietnamese Dong has weakened against the U.S. dollar. The local economy is also seeing tightening liquidity as a result of these rate hikes and the Vietnamese government’s move to increase oversight over corporate bond issuances and refinancing, which resulted in certain criminal investigations. In addition, market volatility has increased, including softness in the real estate sector, which could adversely impact Vingroup and its subsidiaries.

Asset realization in bankruptcy proceedings may be time-consuming and expensive.

Despite the improved Vietnamese law on bankruptcy that came into effect on January 1, 2015, there is significant uncertainty on its implementation and interpretation due to lack of regulatory guidance and political sensitivities. Accordingly, the bankruptcy process in Vietnam may be complex, uncertain and time-consuming. After bankruptcy is declared, the general meeting of creditors may, subject to certain provisions of law, decide to apply either business rehabilitation or asset liquidation on the enterprise. However, in the event that any creditor or any participant in the general meeting of creditors has any objection to the resolution passed by the general meeting of creditors, it can request for a judicial review of the resolution. Upon review, the judge may convene another general meeting of the creditors if he finds reasonable grounds to do so. The decision to apply either business rehabilitation or asset liquidation on the enterprise must be confirmed by the judge before being implemented by the parties. Due to these complexities, a significant amount of time may pass before a creditor is able to recover from a Vietnamese debtor.

 

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Vietnamese foreign exchange control may limit VinFast’s ability to utilize its revenue effectively and affect its ability to receive dividends and other payments from its Vietnamese subsidiary.

VinFast operations are also based in Vietnam and therefore faces the risk of foreign exchange controls limiting its ability to receive dividends from its Vietnamese subsidiary. At present, foreign invested enterprises in Vietnam are, subject to conditions, generally permitted to exchange Vietnamese Dong into foreign currency at credit institutions licensed to provide foreign exchange services in Vietnam to repatriate profits and make outward remittances of foreign currency for the purchase of supplies and services, among others, provided that such foreign invested enterprise declares the intended use of the money and provides appropriate supporting documents. Such remittances are restricted to being made through registered accounts at authorized banks which are licensed to operate in Vietnam, and profits must first be converted into foreign currency prior to remittance. While under the Vietnamese government’s current foreign exchange policy, there is a low risk of foreign exchange controls restricting VinFast’s ability to freely utilize its revenue and to receive dividends from its Vietnamese subsidiary, there is no assurance that the Vietnamese government will not, in future, extend its foreign exchange controls to restrict or prevent profits from being repatriated by foreign invested entities. Such a change would limit VinFast’s ability to receive dividends from its Vietnamese subsidiary, through which all of VinFast’s revenue is generated, and would cause a material and adverse effect on VinFast’s business, financial condition and results of operations.

Investors may face difficulties enforcing foreign court judgments against VinFast.

Substantial part of VinFast’s Group’s assets is located in Vietnam. It may be difficult for investors to enforce against VinFast judgments obtained from courts outside Vietnam with regard to any actions pertaining to its assets located in Vietnam. In addition, certain of VinFast’s directors and officers are residents of Vietnam and Singapore, and the majority of the assets of such persons are located in Vietnam. As a result, it may be difficult for investors to effect service of process upon Vietnam-resident directors and officers, or to enforce against them judgments obtained in courts outside Vietnam predicated upon the laws of jurisdictions other than Vietnam. Vietnam is a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and a few bilateral treaties relating to the recognition and enforcement of foreign courts’ judgments but not to any other multinational treaty in this regard. Vietnam’s Civil Procedure Code provides that a civil judgment or decision of a foreign court is enforceable in Vietnam only if there is a treaty in this regard between Vietnam and such foreign country or on a reciprocal basis or if permitted by Vietnamese laws. Vietnam’s Civil Procedure Code also sets out several grounds for Vietnamese courts to refuse the recognition and enforcement of foreign judgments, decisions or even foreign arbitral awards.

Under Vietnam’s Civil Procedure Code, a judgment of a foreign court will not be recognized and enforced in Vietnam where, among others, the competent Vietnamese court in which the recognition and enforcement is requested determines that the recognition and enforcement of such judgment in Vietnam is contrary to the “fundamental principles of the laws of Vietnam.” Such term is not clearly defined and is subject to the discretion of the relevant Vietnamese court.

Risks Related to Being a Public Company

VinFast will incur increased costs as a result of being a public company, particularly after it ceases to qualify as an “emerging growth company.”

Upon the consummation of the Business Combination, VinFast will become a public company and expect to incur significant legal, accounting and other expenses that it did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and national exchanges, impose various requirements on the corporate governance practices of public companies. As a company with less than $1.235 billion in net revenues for its last fiscal year, VinFast qualifies as an “emerging growth company” pursuant to the JOBS Act. As an emerging growth company, VinFast may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions

 

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include an exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

VinFast expects these rules and regulations to increase its legal and financial compliance costs and to make some corporate activities more time consuming and costly. After VinFast is no longer an “emerging growth company,” it expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.

VinFast is a foreign private issuer within the meaning of the rules under the Exchange Act, and as such VinFast is exempt from certain provisions applicable to U.S. domestic public companies.

Because VinFast is a foreign private issuer under the Exchange Act, it is exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including:

 

   

the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

 

   

the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

 

   

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

 

   

the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

VinFast will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, VinFast intends to publish its results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of a Qualified Stock Exchange. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information VinFast is required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

VinFast may be or become, or otherwise be treated as, a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders of BSAQ Securities receiving VinFast Securities pursuant to the merger.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the average value of its assets (generally determined on the basis of a weighted quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, royalties, rents, investment gains, net gains from the sales of property that does not give rise to any income and net gains from the sale of commodities (subject to certain exceptions, such as an exception for certain income derived in the active conduct of a trade or business). Cash and cash equivalents are passive assets. The value of goodwill will generally be treated as an active or passive asset based on the nature of the income produced in the activity to which the goodwill is attributable. For purposes of the PFIC rules, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation, and received directly its proportionate share of the income of the other corporation.

Based on VinFast’s current and expected income and assets (taking into account the expected cash proceeds from, and VinFast’s anticipated market capitalization following, the Business Combination), VinFast does not

 

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presently expect to be a PFIC for its current taxable year. However, no assurance can be given in this regard because the determination of whether VinFast is or will become a PFIC is a fact-intensive inquiry made on an annual basis after the close of each taxable year and that depends, in part, upon the composition of VinFast’s income and assets. In addition, the application of the PFIC rules to companies with VinFast’s composition of income and assets is subject to significant uncertainty. Fluctuations in the market price of VinFast’s ordinary shares may cause VinFast to become a PFIC for its current or subsequent taxable years because the value of its assets for the purpose of the first part of the test described above may be determined by reference to the market price of its ordinary shares. The composition of VinFast’s income and assets may also be affected by how, and how quickly, VinFast uses its liquid assets and any cash raised in the Business Combination.

Even if VinFast is not a PFIC based on the tests described above, it is possible that VinFast may be treated as a PFIC with respect to a U.S. Holder who exchanges BSAQ Securities for VinFast Securities in the merger. See section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

If VinFast is, or is treated as, a PFIC for any taxable year during a U.S. Holder’s holding period for VinFast Securities, the U.S. Holder generally will be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and certain “excess distributions” and additional reporting requirements. As discussed below, VinFast does not intend to prepare or provide the information necessary for a U.S. Holder to make a qualified electing fund election with respect to VinFast ordinary shares in the event that it is (or is treated as) a PFIC in any future taxable year.

U.S. Holders should consult their tax advisers regarding the application of the PFIC rules to VinFast and the risks of owning equity securities in a company that may be, or may be treated as, a PFIC. See section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

If a U.S. Holder is treated as owning at least 10% of the VinFast ordinary shares, such U.S. Holder may be subject to adverse U.S. federal income tax consequences.

For U.S. federal income tax purposes, if a U.S. Holder is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of the VinFast ordinary shares, such person may be treated as a “United States shareholder” with respect to VinFast, or any of its subsidiaries, if VinFast or such subsidiary is a “controlled foreign corporation.” If VinFast has one or more U.S. subsidiaries, certain of VinFast’s non-U.S. subsidiaries could be treated as a controlled foreign corporation regardless of whether VinFast is treated as a controlled foreign corporation (although there are recently promulgated final and currently proposed Treasury regulations that may limit the application of these rules in certain circumstances).

Certain United States shareholders of a controlled foreign corporation may be required to report annually and include in their U.S. federal taxable income their pro rata share of the controlled foreign corporation’s “Subpart F income” and, in computing their “global intangible low-taxed income,” “tested income” and a pro rata share of the amount of certain U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. The amount includable by a United States shareholder under these rules is based on a number of factors, including potentially, but not limited to, the controlled foreign corporation’s current earnings and profits (if any), tax basis in the controlled foreign corporation’s assets, and foreign taxes paid by the controlled foreign corporation on its underlying income. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and may extend the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due. VinFast cannot provide any assurances that it will assist U.S. Holders in determining whether VinFast or any of its subsidiaries are treated as a controlled foreign corporation for U.S. federal income tax purposes or whether

 

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any U.S. Holder is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any holder information that may be necessary to comply with reporting and tax paying obligations if VinFast, or any of its subsidiaries, is treated as a controlled foreign corporation for U.S. federal income tax purposes.

Risks Related to Ownership of VinFast’s Shares

The VinFast ordinary shares and VinFast warrants may not be listed on a national securities exchange after the Business Combination, which could limit investors’ ability to make transactions in such securities and subject VinFast to additional trading restrictions.

VinFast intends to apply to have the VinFast ordinary shares and VinFast warrants approved for listing on a Qualified Stock Exchange after the consummation of the Business Combination. VinFast will be required to meet certain initial listing requirements to be listed, including having a minimum number of round lot shareholders. VinFast may not be able to meet the initial listing requirements in connection with the Business Combination. Further, even if the VinFast ordinary shares and VinFast warrants are so listed, VinFast may be unable to maintain the listing of such securities in the future. If VinFast fails to meet the initial listing requirements and a Qualified Stock Exchange does not list the VinFast ordinary shares and VinFast warrants (and the related closing condition with respect to the listing of the VinFast ordinary shares is waived by the parties), VinFast could face significant material adverse consequences, including:

 

   

a limited availability of market quotations for the VinFast ordinary shares and VinFast warrants;

 

   

a reduced level of trading activity in the secondary trading market for the VinFast ordinary shares and VinFast warrants;

 

   

a limited amount of news and analyst coverage for VinFast;

 

   

a decreased ability to issue additional securities or obtain additional financing in the future; and

 

   

VinFast’s securities would not be “covered securities” under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states from regulating the sale of certain securities, including securities listed on a Qualified Stock Exchange, in which case VinFast’s securities would be subject to regulation in each state where VinFast offers and sells securities.

A market for VinFast’s securities may not develop or be sustained, which would adversely affect the liquidity and price of VinFast’s securities.

Following the Business Combination, the price of VinFast’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if developed, it may not be sustained. The VinFast Shareholders will own an aggregate of 99.1%, 99.0% and 99.0% of VinFast’s issued and paid-up ordinary shares following the Business Combination in the no redemptions scenario, 50% of the maximum redemptions and the maximum redemptions scenario, respectively, and as a result, the liquidity of VinFast’s shares may be significantly limited. In addition, the price of VinFast’s securities after the Business Combination can vary due to general economic conditions and forecasts, VinFast’s general business condition and the release of VinFast’s financial reports. Additionally, if VinFast’s securities become delisted from its stock exchange of choice and are quoted on the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange) or the combined company’s securities are not listed on a Qualified Stock Exchange and are quoted on the OTC Bulletin Board, the liquidity and price of our securities may be more limited than if we were quoted or listed on a Qualified Stock Exchange. You may be unable to sell your securities unless a market can be established or sustained.

 

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The trading price of VinFast’s ordinary shares may be volatile, and future sales of the ordinary shares and the availability of a large number of such securities could depress the price of the ordinary shares, which could result in substantial losses to investors.

The stock markets on which VinFast intends to list the VinFast ordinary shares and warrants to be issued in the Business Combination under the symbol “VFS” and “VFSWW,” respectively, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for the VinFast ordinary shares following the Business Combination, the market price of the VinFast ordinary shares may be volatile and could decline significantly. In addition, the trading volumes in the VinFast ordinary shares may fluctuate and cause significant price variations to occur. If the market prices of the VinFast ordinary shares decline significantly, you may be unable to resell the ordinary shares at or above the market price of the VinFast ordinary shares as of the date immediately following the consummation of the Business Combination.

The trading price of VinFast’s ordinary shares may be volatile and could fluctuate widely due to factors beyond its control, including:

 

   

variations in its revenues, earnings and cash flow;

 

   

actual or anticipated differences in VinFast’s estimates, or in the estimates of analysts, for VinFast’s revenues, results of operations, level of indebtedness, liquidity or financial condition;

 

   

announcements of new investments, acquisitions, strategic partnerships or joint ventures by VinFast or its competitors;

 

   

announcements of new services and expansions by VinFast or its competitors;

 

   

changes in financial estimates by securities analysts;

 

   

adverse publicity about VinFast, its services or its industry;

 

   

additions or departures of key personnel;

 

   

release of lock-up or other transfer restrictions on VinFast’s outstanding equity securities or sales of additional equity securities;

 

   

new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to VinFast;

 

   

sale of VinFast’s ordinary shares or other securities in the future;

 

   

market conditions in VinFast’s industry;

 

   

potential litigation or regulatory investigations; and

 

   

the realization of any of the risk factors presented in this proxy statement/prospectus.

Any of these factors may result in large and sudden changes in the volume and price at which VinFast ordinary shares trade.

The sale of a significant number of the ordinary shares or other equity securities in the public market after the consummation of the Business Combination, or the perception that such sales may occur, could materially and adversely affect the market price of the ordinary shares. These factors could also materially impair VinFast’s ability to raise capital through equity offerings in the future.

Furthermore, employees, consultants and directors of VinFast and its subsidiaries are expected to be granted equity awards under the VinFast Award Plan (as defined below). You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercised, as applicable, for VinFast ordinary shares. Sales of ordinary shares by holders after the vesting of awards or holders of options who have exercised their options under any incentive plan that VinFast may in the future implement could also cause the price of the ordinary shares to fall.

 

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In the past, shareholders of public companies have brought securities class action suits against those companies following periods of instability in the market price of their securities. If VinFast was involved in a class action suit, it could divert a significant amount of its management’s attention and other resources from its business and operations and require it to incur significant expenses to defend the suit, which could harm its results of operations. Any such class action suit, whether or not successful, could harm VinFast’s reputation and restrict its ability to raise capital in the future. In addition, if a claim is successfully made against VinFast, it may be required to pay significant damages, which could have a material adverse effect on its business, financial condition, results of operations, cash flows and prospects.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about VinFast, its business, or its market, or if they change their recommendations regarding the VinFast ordinary shares adversely, then the price and trading volume of the VinFast ordinary shares could decline.

The trading market for the VinFast ordinary shares will be influenced by the research and reports that industry or financial analysts publish about its business. VinFast does not control these analysts, or the content and opinions included in their reports. As a new public company, VinFast may be slow to attract research coverage and the analysts who publish information about the VinFast ordinary shares will have had relatively little experience with VinFast, which could affect their ability to accurately forecast VinFast’s results and make it more likely that VinFast fails to meet their estimates. In the event VinFast obtains industry or financial analyst coverage, if any of the analysts who cover VinFast issues an inaccurate or unfavorable opinion regarding it, VinFast’s share price would likely decline. In addition, the share prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If VinFast’s financial results fail to meet, or significantly exceed, its announced guidance or the expectations of analysts or public investors, analysts could downgrade the VinFast ordinary shares or publish unfavorable research about it. If one or more of these analysts cease coverage of VinFast or fail to publish reports on it regularly, VinFast’s visibility in the financial markets could decrease, which in turn could cause its share price or trading volume to decline.

VinFast’s failure to meet the continued listing requirements of a Qualified Stock Exchange could result in a delisting of its Securities.

If, after listing, VinFast fails to satisfy the continued listing requirements of a Qualified Stock Exchange such as the corporate governance requirements or the minimum closing bid price requirement, it may take steps to delist its securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, VinFast can provide no assurance that any action taken by it to restore compliance with listing requirements would allow its securities to become listed again, stabilize the market price or improve the liquidity of its securities, prevent its securities from dropping below the relevant minimum bid price requirement or prevent future non-compliance with the relevant listing requirements. Additionally, if VinFast’s securities are not listed on, or become delisted from, a Qualified Stock Exchange for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of VinFast’s securities may be more limited than if it were quoted or listed on a Qualified Stock Exchange. You may be unable to sell your securities unless a market can be established or sustained.

VinFast will qualify as an emerging growth company within the meaning of the Securities Act, and if VinFast takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make VinFast’s securities less attractive to investors and may make it more difficult to compare VinFast’s performance with other public companies.

VinFast is eligible to be treated as an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or

 

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revised financial accounting standards until such time as those standards apply to private companies. VinFast intends to take advantage of this extended transition period under the JOBS Act for adopting new or revised financial accounting standards.

For as long as VinFast continues to be an emerging growth company, it may also take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including presenting only limited selected financial data and not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result, its shareholders may not have access to certain information that they may deem important. VinFast could be an emerging growth company for up to five years, although circumstances could cause it to lose that status earlier, including if its total annual gross revenue exceeds $1.235 billion, if it issues more than $1.0 billion in non-convertible debt securities during any three-year period, or if before that time it is a “large accelerated filer” under U.S. securities laws.

VinFast cannot predict if investors will find VinFast ordinary shares less attractive because it may rely on these exemptions. If some investors find VinFast ordinary shares less attractive as a result, there may be a less active trading market for VinFast ordinary shares and VinFast’s share price may be more volatile. Further, there is no guarantee that the exemptions available to VinFast under the JOBS Act will result in significant savings. To the extent that VinFast chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance costs, which may impact VinFast’s financial condition.

VinFast will be a foreign private issuer and, as a result, it will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon the closing of the Business Combination, VinFast will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because VinFast qualifies as a foreign private issuer under the Exchange Act, it is exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, although it is subject to Singapore laws and regulations with regard to certain of these matters and intend to furnish comparable quarterly information on Form 6-K. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As VinFast is a “foreign private issuer” and intends to follow certain home country corporate governance practices, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all corporate governance requirements from a Qualified Stock Exchange.

As a foreign private issuer, VinFast has the option to follow certain home country corporate governance practices rather than those of a Qualified Stock Exchange, provided that it discloses the requirements it is not following and describes the home country practices it is following. VinFast intends to rely on this “foreign private issuer exemption” with respect to the rules of a Qualified Stock Exchange for shareholder meeting quorums and rules requiring shareholder approval. VinFast may in the future elect to follow home country

 

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practices with regard to other matters. As a result, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all corporate governance requirements of a Qualified Stock Exchange.

Risks Related to Investments in Singapore Companies

Singapore take-over laws contain provisions which may vary from those in other jurisdictions.

VinFast is subject to the Singapore Take-Over Code. The Singapore Take-Over Code contains certain provisions that may possibly delay, deter or prevent a future take-over or change in control of us. Under the Singapore Take-Over Code, except with the consent of the Securities Industry Council of Singapore (“SIC”), any person acquiring an interest, whether by a series of transactions over a period of time or not, either on his own or together with parties acting in concert with him, in 30% or more of VinFast’s voting rights, is required to extend a take-over offer for all the relevant class(es) of shares in VinFast’s capital in accordance with the Singapore Take-Over Code. Except with the consent of the SIC, such a take-over offer is also required to be made if a person holding between 30% and 50% (both inclusive) of VinFast’s voting rights, either on his own or together with parties acting in concert with him, acquires additional voting shares representing more than 1% of VinFast’s voting rights in any six-month period. In the case where VinFast has more than one class of equity share capital, a comparable take-over offer must be made for each class of shares in accordance with the Singapore Take-Over Code and the SIC should be consulted in advance in such cases. While the Singapore Take-Over Code seeks to ensure an equality of treatment among shareholders in take-over or merger situations, its provisions could substantially impede the ability of the shareholders to benefit from a change of control and, as a result, may adversely affect the market price of the ordinary shares and the ability to realize any benefit from a potential change of control. In addition, an offeror must treat all shareholders of the same class in an offeree company equally. This concentration of ownership could accelerate, delay, defer or prevent a change in control of VinFast or a successful offer under the Singapore Take-Over Code by another person.

Risks Related to Black Spade and the Business Combination

Unless the context otherwise requires, all references in this subsection to “Black Spade,” “we,” “us,” or “our” refer to Black Spade.

We may not be able to complete the Proposed Transactions or any other business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and thereafter commence a voluntary liquidation, in which case our Public Shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and Black Spade Warrants will expire worthless.

We must complete a business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles) or amend Black Spade’s Articles to extend the date by which we must consummate an initial business combination. We may not be able to consummate the Business Combination or any other business combination by that date. Our ability to complete an initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets, new rulemaking from the SEC (including the SEC’s proposed rules to enhance disclosure and investor protection relating to special purpose acquisition companies, shell companies, and projections, dated March 30, 2022) and the other risks described herein, including as a result of war, natural disasters, or a significant outbreak of infectious diseases. For example, the conflict between Ukraine and Russia continues to grow and, while the extent of the impact of the conflict on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility and decreased market liquidity.

If we have not completed a business combination by that date, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

 

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redeem our Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of our then outstanding Public Shares, which redemption will completely extinguish our Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and Black Spade’s Board of Directors, liquidate or dissolve, subject in clauses (ii) and (iii) to our obligations under the laws of the Cayman Islands to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and Black Spade Warrants will expire worthless. In certain circumstances, our Public Shareholders may receive less than $10.00 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

We will incur significant transaction and transition costs in connection with the Proposed Transactions.

We have incurred and expect to incur significant, non-recurring costs in connection with consummating the Proposed Transactions. All expenses incurred in connection with the Proposed Transactions, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

Investors of VinFast may not receive the same benefits as an investor in an underwritten public offering.

VinFast will become a publicly listed company upon the completion of the Proposed Transactions. The Proposed Transactions are not an underwritten initial public offering of VinFast’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Proposed Transactions, investors will not receive the benefits of the due diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market through one or more underwriters, who distribute or resell such securities to the public.

Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Section 11 of the Securities Act (“Section 11”) imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission. To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11, a defendant, including an underwriter, carries the burden of proof to demonstrate that he or she, after reasonable investigation, believed that the statements in the registration statement were true and free of material omissions. In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence of the registrant and vet the registrant’s disclosure. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business, prospects and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. VinFast investors 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. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of VinFast’s business or material misstatements or omissions in this proxy statement/prospectus.

 

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In addition, because there are no underwriters engaged in connection with the Proposed Transactions, prior to the opening of trading on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of VinFast securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of VinFast securities or helping to stabilize, maintain or affect the public price of VinFast securities following the closing. Moreover, VinFast will not engage in, and has not and will not, directly or indirectly, request financial advisors to engage in any special selling efforts or stabilization or price support activities in connection with the VinFast securities that will be outstanding immediately following the Closing. In addition, since VinFast will become public through a merger, securities analysts of major brokerage firms may not provide coverage of VinFast since there is no incentive to brokerage firms to recommend the purchase of its ordinary shares. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on VinFast’s behalf. All of these differences from an underwritten public offering of VinFast’s securities could result in a more volatile price for VinFast’s securities.

In addition, the Sponsor, certain members of Black Spade’s Board of Directors and its officers, as well as their respective affiliates and permitted transferees, have interests in the Proposed Transactions that are different from or are in addition to those of holders of VinFast’s securities following completion of the Proposed Transactions, and that would not be present in an underwritten public offering of VinFast’s securities. Such interests may have influenced Black Spade’s Board of Directors in making its recommendation that Black Spade Shareholders vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if VinFast became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

VinFast’s actual financial position and results of operations following the completion of the Business Combination may differ materially from the unaudited pro forma condensed combined financial data included in this proxy statement/prospectus and, accordingly, such information may not be meaningful to your evaluation of the proposed Business Combination.

The pro forma financial information contained in this proxy statement/prospectus is presented for illustrative purposes only and may not be an indication of what VinFast’s financial position or results of operations would have been had the relevant transactions been completed on the dates indicated. The pro forma financial information has been prepared based on various estimates using assumptions that the management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired and disposed assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between estimates in the pro forma financial information and the final accounting of such transactions may occur and could have a material impact on the pro forma financial information and VinFast’s financial position and future results of operations.

Black Spade’s Board of Directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Proposed Transactions and, as a result, the terms may not be fair from a financial point of view to the Public Shareholders.

In analyzing the Proposed Transactions, Black Spade’s Board of Directors conducted significant due diligence on VinFast. For a complete discussion of the factors utilized by Black Spade’s Board of Directors in approving the Proposed Transactions, see the section titled, “Proposal No. 1—The Business Combination

 

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Proposal—Black Spade’s Board of Directors’ Reasons for Approval of the Business Combination.” Black Spade’s Board of Directors believes, because of the financial skills and background of its directors, it was qualified to conclude that the Proposed Transactions were fair from a financial perspective to its shareholders and that the VinFast’ fair market value was at least 80% of Black Spade’s net assets (excluding deferred underwriting discounts and commissions Black Spade would otherwise pay to the underwriters, unless subsequently waived). Notwithstanding the foregoing, as is customary for a transaction of this nature that is on arm’s length commercial terms, Black Spade’s Board of Directors did not obtain a third-party valuation or fairness opinion to assist it in its determination. Accordingly, investors will be relying solely on the judgment of Black Spade’s Board of Directors in valuing the VinFast’s business, and Black Spade’s Board of Directors may be incorrect in its assessment of the Proposed Transactions. The lack of a third-party valuation or a fairness opinion may also lead an increased number of Public Shareholders to vote against the Business Combination Proposal or demand redemption of their shares for cash, which could potentially impact Black Spade’s ability to consummate the Proposed Transactions or materially and adversely affect VinFast’s liquidity following the consummation of the Proposed Transactions.

If we were deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

On March 30, 2022, the SEC issued the SPAC Rule Proposals relating to, among other items, disclosures in SEC filings in connection with business combination transactions between SPACs such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act.

The SPAC Rule Proposals would provide a safe harbor for certain companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

Notwithstanding whether or not the proposed rules are adopted by the SEC, we may be deemed to be an investment company under the Investment Company Act. As a SPAC, we were formed for the sole purpose of completing an initial business combination. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations 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.

The funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury bills with a maturity of 180 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 us 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, we may, at any time, on or prior to the 24-month anniversary of the effective date of our IPO Registration Statement, instruct Continental Stock Transfer & Trust Company, 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 our

 

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initial business combination or liquidation of the Company. Following such liquidation, we 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 us to pay our 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 our public shareholders would receive upon any redemption or liquidation of the Company. Further, if we do not invest the proceeds held in the Trust Account as discussed above, we may be deemed to be subject to the Investment Company Act, and the loss you may suffer as a result of being deemed subject to the Investment Company Act may be greater than if we liquidated the securities held in the Trust Account and instead held such funds in cash.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation under the Investment Company Act. However, if we were deemed to be subject to the Investment Company Act, compliance with additional regulatory burdens would require additional expenses which we have not allotted funds and may hinder our ability to complete a business combination. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete a business combination and instead to liquidate. If we are required to liquidate, you may lose all or part of your investment in us and our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

We are a Cayman Islands-incorporated company headquartered in Hong Kong and therefore may not be able to complete an initial business combination with a U.S. target company if such initial business combination is found to raise national security issues by the Committee on Foreign Investment in the United States (“CFIUS”) or otherwise is subject to U.S. foreign ownership restrictions.

We are a non-U.S. company headquartered outside the United States, and our Sponsor is controlled by or has substantial ties with non-U.S. persons domiciled outside the United States. Certain acquisitions and investments by non-U.S. persons in certain businesses operating in the United States are subject to review by CFIUS. CFIUS is an interagency committee authorized to review such transactions in order to determine the effect of such transactions on the national security of the United States. Any proposed business combination between Black Spade and a business operating in the United States that may affect national security could be subject to CFIUS review. CFIUS review of certain acquisitions involving U.S. businesses engaged in specified activities involving critical technologies may be mandatory. In certain regulated industries in the United States, there are also foreign ownership limitations that could apply to proposed business combinations. The potential limitations and risks may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

A potential business combination involving a target with U.S. business operations would likely fall within CFIUS’s jurisdiction. We may be required to make a mandatory notification or determine to submit a voluntary notice to CFIUS, or we may determine to proceed with an initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS, or the President acting following any review by CFIUS, may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to the post-closing operations of the combined company, or order us to divest all or a portion of the U.S. business of the combined company if we proceeded without first obtaining CFIUS clearance. In addition, if we incorrectly conclude that an initial business combination is not subject to a mandatory CFIUS notification and do not voluntarily make such a notification, we or the combined company could be subject to material civil penalties. We may also face limitations on potential initial business combinations arising from foreign ownership restrictions on certain regulated industries in the United States.

 

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Any prohibition, delay, or imposition of conditions on an initial business combination, before or after the closing, could prevent the consummation of such initial business combination, require the divestiture of some or all of the business, or impose conditions or restrictions on post-business combination operations, all of which could have a materially adverse impact on the results of operations of the combined company after closing and on the value of your shares. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy, even if ultimately CFIUS concludes that an initial business combination does not raise national security issues. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time-period may require us to liquidate. If we liquidate, our public shareholders may only receive their pro rata share of amounts held in the Trust Account, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Securities of companies formed through SPAC mergers such as ours may experience a material decline in price relative to the share price of the SPAC prior to the merger.

As with most SPAC initial public offerings in recent years, we issued shares for $10.00 per share upon the closing of our Initial Public Offering. As with other SPACs, the $10.00 per share price of us reflected each share having a one-time right to redeem such share for a pro rata portion of the proceeds held in the Trust Account equal to approximately $10.00 per share prior to the closing of the Business Combination. Following the Closing, the shares outstanding will no longer have any such redemption right and will be solely dependent upon the fundamental value of VinFast, which, like the securities of other companies formed through SPAC mergers in recent years, may decline to a level significantly less than $10.00 per share.

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

In the past, securities class action litigation, shareholder derivative litigation and/or regulatory authorities’ inquiries or investigations have often followed certain significant business transactions, such as the Business Combination. Any shareholder litigation and/or regulatory investigations against Black Spade and/or VinFast, whether or not resolved in favor of Black Spade or VinFast, could result in substantial costs and divert VinFast’s management’s attention from other business concerns, which could adversely affect VinFast’s business, cash resources, financial condition and results of operations and the ultimate value Black Spade Shareholders receive as a result of the Business Combination.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be

 

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significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by our Public Shareholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. In order to protect the amounts held in the Trust Account, the Sponsor has agreed it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share or (ii) other than due to the failure to obtain such waiver, such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.00 per share.

If we are unable to consummate our initial business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), our Public Shareholders may be forced to wait beyond the ten business day period thereafter before redemption from our Trust Account.

If we are unable to consummate our initial business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem all our Public Shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of our then outstanding Public Shares and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation, as further described herein. Any

 

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redemption of our Public Shareholders from the Trust Account shall be effected automatically by function of Black Spade’s Articles prior to our commencing any voluntary liquidation. If we are required to liquidate prior to distributing the aggregate amount then on deposit in the Trust Account, then such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Companies Act. In that case, investors may be forced to wait beyond the ten business days following July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), before the redemption proceeds of our Trust Account become available to them, and they receive the return of their portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of Black Spade’s Articles and then only in cases where investors have sought to redeem their Public Shares. Only upon our redemption or any liquidation will our Public Shareholders be entitled to distributions if we are unable to complete our initial business combination.

If deemed to be insolvent, distributions made to our Public Shareholders, or part of them, from our Trust Account may be subject to claw back in certain circumstances.

If we do not complete our initial business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), and instead distribute the aggregate amount then on deposit in the Trust Account to our Public Shareholders by way of redemption, it will be necessary for our directors to pass a board resolution approving the redemption of those Public Shares and the payment of the proceeds to our Public Shareholders. Such board resolutions are required to confirm that we satisfy the solvency test prescribed by the Cayman Companies Act, (namely that our assets exceed our liabilities; and that we are able to pay our debts as they fall due). If, after the redemption proceeds are paid to our Public Shareholders, it transpires that our financial position at the time was such that it did not satisfy the solvency test, the Cayman Companies Act provides a mechanism by which those proceeds could be recovered from our Public Shareholders. However, the Cayman Companies Act also provides for circumstances where such proceeds could not be subject to claw back, namely where (a) our Public Shareholders received the proceeds in good faith and without knowledge of our failure to satisfy the solvency test; (b) a Public Shareholder altered its position in reliance of the validity of the payment of the proceeds; or (c) it would be unfair to require repayment of the proceeds in full or at all.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with its liquidation may be reduced.

Our Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their Public Shares.

If we are forced to enter into an insolvent liquidation, any distributions received by our Public Shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and us to claims, by paying Public Shareholders from the Trust Account prior

 

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to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of Black Spade’s Board of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of Black Spade’s Board of Directors and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us 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 some or all amounts received by our shareholders. In addition, Black Spade’s Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, including in the event the Business Combination is not completed, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated with limited liability under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or to enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by Black Spade’s Articles, the Cayman Companies Act and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of our shareholders to take action against our directors, actions by minority our shareholders and the fiduciary responsibilities of our directors to our shareholders 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 English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like Black Spade have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Black Spade directors have discretion under Black Spade’s Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our 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.

We have been advised by Appleby, our Cayman Islands legal counsel, that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce against us judgments of courts of the United

 

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States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. We have been advised by our Cayman Islands legal counsel that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final and conclusive, (iv) is not in the nature of taxes, a fine, or a penalty; and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, there is uncertainty with regard to Cayman Islands law on whether judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State will be determined by the courts of the Cayman Islands penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. Because such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws has not yet been made by a court of the Cayman Islands, it is uncertain whether such judgments would be enforceable in the Cayman Islands. A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by our officers, directors or controlling shareholders than they would as shareholders of a corporation incorporated in the United States.

The Initial Shareholders have agreed to vote in favor of the Business Combination, regardless of how our Public Shareholders vote.

Unlike many other blank check companies in which the Initial Shareholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, the Initial Shareholders have agreed to vote their Founder Shares, as well as any BSAQ Ordinary Shares purchased after the Initial Public Offering, in favor of the Business Combination, and own approximately 20% of the outstanding BSAQ Ordinary Shares. Accordingly, it is more likely that the necessary shareholder approval to complete the Business Combination will be received than would be the case if the Initial Shareholders agreed to vote their BSAQ Ordinary Shares in accordance with the majority of the votes cast by our Public Shareholders.

The Sponsor and our executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination proposal and approval of the other related proposals.

In considering the recommendation of Black Spade’s Board of Directors to vote in favor of approval of the Business Combination Proposal and the Merger Proposal, shareholders should keep in mind that the Sponsor and Black Spade’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Black Spade shareholders generally. In particular:

 

   

If the Business Combination or another business combination is not consummated by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), Black Spade will (i) cease all operations, except for the purpose of winding up, (ii) redeem 100% of the outstanding Public Shares for cash and, (iii) subject to the approval of its remaining shareholders and Black Spade’s Board of Directors, dissolve and liquidate. On the other hand, if the Business Combination is consummated, each outstanding Eligible BSAQ Share will be converted into one VinFast ordinary share, subject to adjustment described herein.

 

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If Black Spade is unable to complete a business combination within the required time period, the Sponsor 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 Black Spade for services rendered or contracted for or for products sold to Black Spade, but only if such a vendor or target business has not executed a waiver. If Black Spade consummates a business combination, on the other hand, Black Spade will be liable for all such claims.

 

   

Prior to the consummation of the Initial Public Offering, on March 4, 2021, the Sponsor purchased 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Subsequently, (i) on June 28, 2021, the Sponsor surrendered and forfeited 1,437,500 Founder Shares for no consideration, (ii) on July 13, 2021, the Sponsor transferred an aggregate of 950,000 Founder Shares to the other Initial Shareholders including the directors, officers, advisory committee members of Black Spade and certain employees of certain affiliates of the Sponsor, and (iii) in connection with the partial exercise of underwriters’ over-allotment option in the Initial Public Offering, the Initial Shareholders collectively surrendered and forfeited 87,500 Founder Shares. In aggregate, the Sponsor currently holds 3,294,274 Founder Shares, and the Initial Shareholders collectively hold 4,225,000 Founder Shares. Such Founder Shares held by the Initial Shareholders would become worthless if Black Spade does not complete a business combination within the applicable time period, as the Initial Shareholders waived any right to redemption with respect to these shares. Such Founder Shares have an aggregate market value of approximately $43,390,750 based on the closing price of the BSAQ Class A Ordinary Shares of $10.27 on the NYSE American on July 20, 2023. Such Founder Shares will be cancelled and in exchange thereof entitle their holders to receive in aggregate 4,225,000 VinFast ordinary shares (including 3,294,274 VinFast ordinary shares for the Sponsor) in connection with the Business Combination and have an aggregate value of $42,250,000 (including an aggregate value of $32,942,740 for VinFast ordinary shares to be held by the Sponsor), based upon the per share value implied in the Business Combination of $10.00 per VinFast ordinary share. Under the Sponsor Support Agreement, the Sponsor, in its capacity as the holder of at least majority of the BSAQ Class B Ordinary Shares, has agreed to waive any anti-dilution adjustment to the conversion ratio set forth in the BSAQ Governing Document with respect to BSAQ Class B Ordinary Shares that may result from the issuance of VinFast ordinary shares in connection with the Business Combination or any private placement or placements in relation to the Business Combination

 

   

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,380,000 Private Placement Warrants in a private placement of Black Spade, generating gross proceeds to Black Spade of $6,380,000. The Private Placement Warrants would become worthless if Black Spade does not complete a business combination within the required time period. Such warrants have an aggregate market value of approximately $1,212,200, based on the closing price of the Public Warrants of $0.1900, on the NYSE American on July 20, 2023.

 

   

In connection with the Sponsor Backstop Commitment, the Sponsor has agreed that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) will 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 Trust Account (after giving effect to the Black Spade Shareholders redemption).

 

   

Black Spade’s Initial Shareholders, including its Sponsor, officers and directors, and their respective affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Black Spade’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Black Spade fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Black Spade may not be able to reimburse these expenses if the Business Combination with VinFast or another business combination is not completed by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles). As of June 30, 2023, there are $100 of unpaid reimbursable expenses.

 

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The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

 

   

Given the difference between the purchase price that the Sponsor paid for the Founder Shares and the price of the Public Shares and considering that the Sponsor would receive a substantial amount of VinFast ordinary shares in connection with the Proposed Transactions, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post-Business Combination company.

 

   

Since its inception, the Sponsor has made loans from time to time to Black Spade to fund certain capital requirements. On October 25, 2022, Black Spade issued the First Working Capital Note to its Sponsor. On February 3, 2023, Black Spade issued the Second Working Capital Note to its Sponsor. The Working Capital Notes do not bear interest and shall be payable in full upon the consummation of an initial business combination. Pursuant to the Sponsor Support Agreement, subject to and concurrently with the Closing, (i) the aggregate face value of the Working Capital Notes will be converted to and deemed to be an interest-free loan from the Sponsor to VinFast, payable on the date that is no later than the 18th month anniversary of the Closing Date and (ii) any other working capital loans from (or working capital payables to) the Sponsor or Sponsor parties to Black Spade, to the extent used by Black Spade (or on its behalf) for payment of Black Spade’s transaction costs required to be borne and paid by VinFast pursuant to the Business Combination Agreement will be paid by VinFast, and the balance of such working capital loans (or working capital payables) will be forgiven by the Sponsor or Sponsor parties, as applicable. As of June 30, 2023, there was $600,000 in borrowings outstanding under the First Working Capital Note and $550,000 in borrowings under the Second Working Capital Note. In addition, the Sponsor is entitled to the monthly payment of up to $10,000 for administrative support services until the completion of a business combination or liquidation of Black Spade. As of June 30, 2023, there is $235,000 outstanding administrative service fee payable due to the Sponsor.

 

   

Black Spade’s Articles contain a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with Black Spade but not offered due to a Black Spade director’s duties to another entity. Black Spade does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in Black Spade’s Articles impacted its search for an acquisition target, and Black Spade was not prevented from reviewing any opportunities as a result of such waiver.

 

   

The current directors and officers of Black Spade will continue to be indemnified by Black Spade and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination.

 

   

The Sponsor and Black Spade’s directors and officers have each entered into a letter agreement pursuant to which they have agreed, among other things, (i) to vote all of the BSAQ Ordinary Shares, including Public Shares and Founder Shares, held by them in favor of the Business Combination, (ii) to waive their redemption rights with respect to such shares in connection with (a) a shareholder vote to approve an amendment to Black Spade’s Articles and (b) the completion of the Business Combination, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Black Spade fails to complete an initial business combination, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold. Other than inducing the underwriters to proceed with the IPO of Black Spade, no other consideration was received for such waivers. As of the date of this proxy statement/prospectus, the Sponsor and Black Spade’s directors and officers, advisory committee members and certain employees of Sponsor’s affiliates own approximately 20% of the issued and outstanding BSAQ Ordinary Shares.

The existence of financial and personal interests of Black Spade’s directors and officers may result in a conflict of interest on part of one or more of them between what they may believe is best for Black Spade and

 

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what they may believe is best for themselves in determining whether or not to make their recommendation to vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus. Under Cayman Islands law, directors and officers owe certain fiduciary duties, including, among others, a duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole and a duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose. Directors also owe a duty of care, which is not fiduciary in nature. Accordingly, directors and officers have a duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interest, and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. Black Spade’s directors and officers considered their fiduciary duty and the conflicts of interests, among other matters, in evaluating the Business Combination and in recommending to stockholders that they approve the Business Combination. You should also read the section titled “Summary—The Business Combination Agreement.”

The exercise of discretion by Black Spade’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Black Spade securityholders.

In the period leading up to the Closing, other events may occur that, pursuant to the Business Combination Agreement, would require Black Spade to agree to amend the Business Combination Agreement, to consent to certain actions or to waive rights that Black Spade is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of VinFast’s business, a request by VinFast to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, the occurrence of events that would have a material adverse effect on VinFast’s business and would entitle Black Spade to terminate the Business Combination Agreement, or other reasons. In any of such circumstances, it would be in Black Spade’s discretion, acting through Black Spade’s Board of Directors, to grant Black Spade’s consent or waive its rights.

The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for Black Spade and its securityholders and what they may believe is best for themselves or their affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Black Spade does not believe there will be any changes or waivers that its directors and officers would be likely to make after shareholder approval of the Proposed Transactions has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the transaction that would have a material impact on the shareholders, Black Spade will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of its shareholders with respect to the Proposed Transactions.

Since the Sponsor and our executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if a business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for a business combination.

At the closing of our initial business combination, the Sponsor and our executive officers and directors, and any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of the Sponsor and our executive officers and directors may influence their motivation in identifying and selecting a target business combination and completing the Proposed Transactions.

 

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Black Spade Warrants are accounted for as liabilities and the changes in value of Black Spade Warrants could have a material effect on our financial results.

On April 12, 2021, the staff of the SEC issued a statement (the “SEC Statement”) regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies titled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”),” wherein the staff of the SEC expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing Black Spade Warrants. As a result of the SEC Statement, Black Spade re-evaluated the accounting treatment of Black Spade Warrants, and pursuant to the guidance in ASC 815, Derivatives and Hedging (“ASC 815”), determined the Black Spade Warrants should be classified as derivative liabilities measured at fair value on our balance sheet, with any changes in fair value to be reported each period in earnings on its statement of operations.

As a result of the recurring fair value measurement, Black Spade’s financial statements may fluctuate quarterly, based on factors which are outside of its control. Due to the recurring fair value measurement, Black Spade expects that it will recognize non-cash gains or losses on Black Spade Warrants each reporting period and that the amount of such gains or losses could be material.

Black Spade has identified material weaknesses in its internal control over financial reporting. If Black Spade is unable to develop and maintain effective internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Black Spade; materially and adversely affect its business and operating results; and expose it to potential litigation.

As described in Black Spade’s Annual Report on Form 10-K filed on March 10, 2023 and Quarterly Report on Form 10-Q filed on May 15, 2023, Black Spade has identified two material weaknesses in its internal control over financial reporting. The material weakness related to the lack of ability to account for complex financial instruments resulted in the restatement of Black Spade’s previously filed balance sheet as of July 20, 2021 included in exhibit 99.1 to its Current Report on Form 8-K filed on July 27, 2021. See Note 2 of the notes to the financial statements included in Black Spade’s Quarterly Report on Form 10-Q filed on November 16, 2021. The material weakness related to accuracy and completeness of accounting for accounts payable and accrued expenses including contractual arrangement resulted in the restatement of its financial statements as of December 31, 2021 and March 31, 2022, as well as for the period from March 3, 2021 (inception) through December 31, 2021 and the quarterly period ended March 31, 2022. As a result of the material weaknesses, Black Spade’s management has concluded that its disclosure controls and procedures were not effective as of December 31, 2022 and March 31, 2023.

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 Black Spade’s annual or interim consolidated financial statements will not be prevented or detected and corrected on a timely basis. Effective internal control over financial reporting is necessary for Black Spade to provide reliable financial reports and prevent fraud. Black Spade continues to evaluate steps to remediate the material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

In order to remediate the material weaknesses, Black Spade plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting and to provide processes and controls over the internal communications within the company, financial advisors and independent registered public accounting firm. While Black Spade has processes to identify and appropriately apply applicable accounting requirements, it plans to enhance these processes to better evaluate Black Spade’s research

 

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and understanding of the nuances of the complex accounting standards that apply to its financial statements. While Black Spade has processes to identify contractual agreements for accruals, it will create additional controls over tracking of accruals on services rendered or products sold to the company. Under the oversight of Black Spade’s audit committee, it will enhance and supplement its review process with respect to quarterly and annual provision in terms of the accuracy and completeness of financial positions such as procedures to ensure that accounting periods are closed in a timely manner and controls to support the accuracy of material accruals including those accruals that are highly judgmental in nature.

If Black Spade is not able to remediate the material weaknesses, or if it identifies any new material weaknesses in the future, it may be unable to maintain compliance with the requirements of securities laws, stock exchange listing rules, or debt instrument covenants regarding timely filing of information; Black Spade could lose access to sources of capital or liquidity; and investors may lose confidence in its financial reporting and our stock price may decline as a result. Though Black Spade is taking steps to remediate the material weaknesses, it cannot assure that the measures it has taken to date, or any measures it may take in the future, will be sufficient to remediate the material weaknesses or avoid potential future material weaknesses.

As a result of the material weaknesses and the related restatements due to the change in the accounting for the BSAQ Class A Ordinary Shares and other reclassification adjustments on the balance sheet, and other matters raised or that may in the future be identified, Black Spade faces potential for adverse regulatory consequences, including investigations, penalties or suspensions by the SEC or the NYSE American, litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatements and material weaknesses in our internal control over financial reporting and the preparation of its consolidated financial statements. As of the date of this proxy statement/prospectus, save as disclosed elsewhere, Black Spade has no knowledge of any such regulatory consequences, litigation, claim or dispute. Black Spade can provide no assurance that such regulatory consequences, litigation, claim or dispute will not arise in the future. Any such regulatory consequences, litigation, claim or dispute, whether successful or not, could subject Black Spade to additional costs, divert the attention of its management, or impair its reputation. Each of these consequences could have a material adverse effect on Black Spade’s business, results of operations and financial condition.

We, and following the Proposed Transactions, VinFast, may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

As a result of the material weaknesses in our internal control over financial reporting described above, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, save as disclosed elsewhere in this proxy statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Proposed Transactions.

Black Spade has restated its financial statements, which may affect investor confidence, its stock price, its ability to raise capital in the future, its results of operations and financial condition, its ability to complete an initial business combination, and which may result in shareholder litigation.

Black Spade has restated financial statements for its financial statements as of December 31, 2021 and March 31, 2022, as well as for the period from March 3, 2021 (inception) through December 31, 2021 and the quarterly period ended March 31, 2022. Such restatement may have the effect of eroding investor confidence in the company and Black Spade’s financial reporting and accounting practices and processes, and may negatively impact the trading price of its securities, could have a material adverse effect on its business, results of operations

 

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and financial condition, may make it more difficult for Black Spade to raise capital on acceptable terms, if at all, and may adversely impact its ability to complete an initial business combination. The restatement and related material weaknesses in our internal control over financial reporting may also result in shareholder litigation.

There can be no assurance that VinFast ordinary shares and VinFast warrants issued in connection with the Business Combination will be approved for listing on a Qualified Stock Exchange following the Closing, or that VinFast will be able to comply with the continued listing standards of a Qualified Stock Exchange.

The publicly-traded Units, BSAQ Class A Ordinary Shares and Black Spade Warrants are currently listed on the NYSE American. The obligations of Black Spade, VinFast and Merger Sub to consummate the Business Combination is conditioned on the VinFast ordinary shares and VinFast warrants being approved for listing on a Qualified Stock Exchange, subject to official notice of issuance. VinFast will seek to list the VinFast ordinary shares and VinFast warrants on a Qualified Stock Exchange, each of which has initial and continued listing standards that VinFast would be required to meet. For example, as part of the exchange application process, VinFast is required to provide evidence that it will be able to meet the initial listing requirements of a Qualified Stock Exchange, which may be more rigorous than the respective continued listing requirements and include, among other things, for example in the case of the Nasdaq Global Market, a requirement that VinFast has 400 or more unrestricted round lot holders, at least 200 of which hold unrestricted shares with a minimum value of $2,500, and meet a minimum public float.

VinFast’s eligibility for listing may depend on, among other things, the number of Public Shares that are redeemed. If the relevant stock exchange denies VinFast’s listing application for failure to meet the listing standards and the parties agree to waive the listing condition in the Business Combination Agreement or, after the Closing, such stock exchange delists the VinFast ordinary shares or VinFast warrants from trading on its exchange for failure to meet the continued listing standards, VinFast and its shareholders could face significant material adverse consequences including:

 

   

a limited availability of market quotations for its securities;

 

   

reduced liquidity for its securities;

 

   

a determination that VinFast ordinary shares are a “penny stock” which will require brokers trading in the VinFast ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

 

   

limited or no news or analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the VinFast ordinary shares and VinFast warrants are listed on a Qualified Stock Exchange, they will be covered securities. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if VinFast was not listed on a Qualified Stock Exchange, its securities would not be covered securities and it would be subject to regulation in each state in which it offers its securities.

There is substantial doubt about Black Spade’s ability to continue as a “going concern.”

As of March 31, 2023, Black Spade had working capital deficit of $2,391,067 and $27,316 of cash held outside of the Trust Account available for working capital needs. Further, Black Spade has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Management’s plans to address this need for capital are discussed under the section of this proxy statement/prospectus titled “Black Spade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If Black Spade is

 

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unable to raise additional funds to alleviate liquidity needs and complete an initial business combination before July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), then Black Spade will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about Black Spade’s ability to continue as a going concern. Management intends to complete an initial business combination on or before July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles). However, it is uncertain whether management will succeed in doing so. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from Black Spade’s inability to continue as a going concern.

If the SEC adopts the proposed rules and regulations relating to, among other things, enhancing disclosures in business combination transactions involving SPACs, our ability to complete an initial business combination could be adversely and materially affected.

On March 30, 2022, the SEC issued certain proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; increasing the liability of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and modifying the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in revised form, may increase the costs and time needed to negotiate and complete an initial business combination or impair our ability to complete an initial business combination, which may materially and adversely affect us.

Citigroup Global Markets Inc (“Citi”), one of the underwriters in the IPO, was to be compensated, in part, on a deferred basis for already-rendered underwriting services in connection with the IPO, yet Citi gratuitously, and without any consideration from Black Spade, waived such compensation. As a result, Citi will not be associated with the disclosure or underlying business analysis related to the Business Combination.

Citi acted as an underwriter in the IPO. The underwriters in the IPO received an underwriting discount of $0.20 per unit, or $3.4 million in the aggregate, upon the closing of the IPO. Subject to certain limitations, an additional fee of $0.35 per unit, or approximately $5.9 million in the aggregate, was agreed to be paid to the underwriters for deferred underwriting commissions at the consummation of the Business Combination. Prior to the consummation of the Business Combination, on May 10, 2023, Citi sent Black Spade a letter stating that it waives its entitlement to the payment of any deferred underwriting commission, and that while Citi does not have any role with respect to the identification or evaluation of target for the Business Combination or other business combination targets, it confirms that it ceases or refuses to act in every office, capacity and relationship with respect to the Business Combination. Citi did not communicate to Black Spade its reasons for its waiver of the deferred underwriting commission or its confirmation of cessation and refusal, and Black Spade did not correspond with Citi about the reasons for its waiver or confirmation of cessation and refusal. Citi also confirmed that the foregoing waiver of entitlement to the payment of deferred underwriting commissions was not the result of any dispute or disagreement with Citi, Black Spade or any matter relating to Black Spade’s or Citi’s respective operations, policies, procedures or practices.

Citi was not retained in any capacity by Black Spade after IPO to provide advisory services. Black Spade does not currently have any ongoing relationship, including contractual relationship, with Citi. Citi was not involved in the preparation of any disclosure included in the VinFast’s proxy statement/prospectus filed with the SEC relating to the Business Combination. Further, Citi did not assist in the preparation or review of any materials for Black Spade or VinFast in connection with the Business Combination and did not participate in any other aspect of the Business Combination. As such, the confirmation of its cessation and refusal by Citi did not

 

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impact Black Spade’s evaluation of the Business Combination or the preparation of this proxy statement/prospectus. However, investors should be aware that a fee waiver for services already rendered is unusual. As a result of such confirmation of cessation and refusal, Citi will not be associated with the disclosure or underlying business analysis related to the Business Combination. You should not put any reliance on the fact that Citi was previously involved with any aspect of Black Spade’s IPO.

The Sponsor, the Initial Shareholders, and/or their respective affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on the Business Combination, reduce redemption and reduce the public “float” of our ordinary shares.

At any time prior to the Meeting, during a period when they are not then aware of any material nonpublic information regarding BSAQ or its securities, the Sponsor, the Initial Shareholders, and/or their respective affiliates may purchase Public Shares from shareholders who indicate an intention to redeem BSAQ Class A Ordinary Shares. While they have no current plans to do so, the Sponsor, the Initial Shareholders, and/or their respective affiliates reserve the right to purchase shares from holders of BSAQ Class A Ordinary Shares who have already elected to exercise their redemption rights, in which event such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction.

As of the date of this proxy statement/prospectus, the Sponsor, the Initial Shareholders, and/or their respective affiliates, have not made any such purchases of shares and/or warrants from investors. If the Sponsor, the Initial Shareholders, and/or their respective affiliates enter into any such arrangements: (i) any such purchases of securities would be made at a price no higher than the redemption price; (ii) shares acquired in such transactions would not be voted in favor of approving the Business Combination; and (iii) holders of such shares would waive their right to redemption rights with respect to such shares.

The purpose of such share purchases and other transactions would be to increase the likelihood of approval of the Business Combination Proposal, the Merger Proposal and other proposals, reduce redemptions and increase the likelihood of satisfaction of the Minimum Cash Condition, where it appears that such requirements for the consummation of the Business Combination would otherwise not be met. This may result in the completion of the Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by our initial shareholders for nominal value. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.

Entering into any such arrangements may have a depressive effect on Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of Public Shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Meeting and would likely increase the chances that such proposals would be approved. In addition, if such purchases are made, the public “float” of BSAQ Ordinary Shares and Public Warrants may be reduced and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities a national securities exchange. BSAQ will file a Current Rep