As filed with the Securities and Exchange Commission on August 23, 2023.

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VNG Limited

(Exact name of Registrant as specified in its charter)

Cayman Islands	7372	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

VNG Campus

Lot Z06, St. 13

Tan Thuan Dong Ward, Dist. 7

Ho Chi Minh City, Vietnam

+84 28-39623888

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Felipe Duque, Esq. Tina LeDinh, Esq. Allen & Overy LLP 50 Collyer Quay #09-01 Singapore 049321 +65 6671-6000 Jonathan B. Stone, Esq. Rajeev P. Duggal, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 6 Battery Road Suite 23-02 Singapore 049909 +65 6434-2900

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

†    The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)

    , 2023

VNG Limited

21,687,082 Class A Ordinary Shares

This is an initial public offering of Class A ordinary shares in VNG Limited, a Cayman Islands company (“ListCo”). Prior to the effectiveness of the registration statement of which this prospectus is a part, ListCo will hold a 49% direct equity interest in VNG Corporation, a Vietnamese company (“VN OpCo”), acquired primarily from the former, non-Vietnamese holders of direct equity interests or rights to acquire direct equity interests in VN OpCo (the “Original Foreign Investors”), cash that has been provided as collateral in connection with the reorganization transactions described in the section entitled “Our Corporate Structure—The Reorganization” (the “Reorganization”), and no other assets. Upon the completion of this offering and the Reorganization, ListCo will hold the 49% direct equity interest in VN OpCo and other assets including wholly-owned non-Vietnamese operating subsidiaries and, through contractual arrangements with Big V Technology Corporation, a Vietnamese company (“VN HoldCo”), a 21.3% indirect effective interest in VN OpCo.

ListCo has assessed that, based on its 49% direct equity interest in VN OpCo and other factors such as the dispersion and historical voting patterns of the remaining shares in VN OpCo, ListCo will have control over VN OpCo immediately prior to the commencement of this offering, when certain security interests in favor of the Original Foreign Investors will be released, and therefore will be required to consolidate VN OpCo under International Financial Reporting Standards (“IFRS”). ListCo’s control over VN OpCo does not depend on ListCo’s contractual arrangements with VN HoldCo, even though ListCo expects to assess, upon the completion of this offering, that it also controls VN HoldCo and therefore will be required also to consolidate VN HoldCo under IFRS. ListCo’s control over VN OpCo and VN HoldCo must be reassessed if facts and circumstances indicate that there have been changes to one or more of the elements of control described in the section entitled “Unaudited Consolidated Pro Forma Financial Information.”

In this prospectus, unless the context otherwise requires, “VNG,” “we,” “us” or “our” refers (i) prior to the completion of the Reorganization, to VN OpCo and its consolidated entities, and (ii) after the completion of the Reorganization, to ListCo and its consolidated entities, including VN OpCo and VN HoldCo.

ListCo is a Cayman Islands holding company, with no material operations of its own (either prior to or after the completion of the Reorganization). Investors purchasing Class A ordinary shares in ListCo are purchasing equity interests in a Cayman Islands holding company and are not purchasing equity interests in VN OpCo or any other operating company in Vietnam or elsewhere. Current Vietnamese laws and regulations prohibit “foreign investors”—as the term is used in Law 61/2020/QH14 on Investment adopted by the National Assembly of Vietnam on June 17, 2020 (as amended) (“Vietnam’s Law on Investment”) and its implementing regulations—from owning more than 49% of the charter capital of a Vietnamese company engaged in electronic gaming and other business lines in which VN OpCo is engaged.

We are undertaking the Reorganization to provide foreign investors greater economic exposure to VN OpCo than would be allowed solely through direct ownership of VN OpCo’s charter capital while: (i) allowing for a capital structure with cash flows and access to financing onshore and offshore Vietnam to fund our business as a whole; (ii) enabling our Vietnamese employees and other shareholders in VN OpCo, at the discretion of ListCo’s board of directors and subject to certain limitations, to realize returns on their investment at a valuation that is based upon the market value of the Class A ordinary shares; and (iii) adopting appropriate governance and minority protections in the context of a founder-led public company with Vietnamese roots.

Our corporate structure involves unique risks, has not been tested in any court and may be disallowed by Vietnamese regulatory authorities. If our corporate structure, including the contractual arrangements between ListCo and VN HoldCo, is challenged by Vietnamese regulatory authorities, the consequences would be at the discretion of Vietnamese authorities and are uncertain but likely would be materially adverse to ListCo and holders of the Class A ordinary shares. Moreover, we face heightened and additional legal and operational risks and uncertainties associated with our operations being primarily conducted in an emerging market such as Vietnam. These risks could result in a material change to our operations and/or cause the trading price of the Class A ordinary shares to decline, and you could lose all or part of your investment. See “Risk Factors—Risks Related to Our Corporate Structure, Restrictions on our Industry and Doing Business in Vietnam and Southeast Asia” beginning on page 71.

We anticipate that the initial public offering price will be between US$             and US$             per Class A ordinary share. Prior to this offering, there has been no public market for the Class A ordinary shares. We have applied to list the Class A ordinary shares on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “VNG.”

Immediately following this offering and the completion of the Reorganization, ListCo will have two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and holders of Class B ordinary shares will have different voting and economic rights. Each Class A ordinary share entitles its holder to one vote on all matters presented to our shareholders generally. Each Class B ordinary share entitles its holder to ten votes on all matters presented to our shareholders generally. Class B ordinary shares, which are not being sold in this offering, are non-redeemable, have no economic rights and may be held only by Vietnamese nationals who are “officers” (as defined in Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of VN OpCo (or any of its direct or indirect parent companies, including ListCo). Class A ordinary shares are not convertible into Class B ordinary shares and Class B ordinary shares are not convertible into Class A ordinary shares.

To the extent that the underwriters sell more than 21,687,082 Class A ordinary shares, the underwriters have the right to purchase up to an additional                  Class A ordinary shares from                      (the “selling shareholder”) to cover over-allotments within 30 days after the date of this prospectus. Immediately following this offering and the completion of the Reorganization, Mr. Le Hong Minh (“our founder”) and Mr. Vuong Quang Khai (“our co-founder”) will collectively hold all the outstanding Class B ordinary shares and 51% of the voting power in ListCo and, assuming no exercise by the underwriters of their right to purchase additional Class A ordinary shares, purchasers in this offering will collectively hold 15.8% of the economic interests in ListCo and 7.7% of the voting power in ListCo and the Original Foreign Investors will collectively hold 84.2% of the economic interests in ListCo and 41.3% of the voting power in ListCo.

ListCo is a “foreign private issuer” and an “emerging growth company” under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as a result, has elected to comply with certain reduced public company disclosure and reporting requirements. In addition, for as long as ListCo remains an emerging growth company, it will qualify for certain limited exceptions from the Sarbanes-Oxley Act of 2002. Additionally, following the offering, ListCo will be a “controlled company” within the meaning of the Nasdaq listing rules and, as such, plans to rely on available exemptions from certain corporate governance requirements.

	Per Class A ordinary share	Total
Initial public offering price	US$	US$
Underwriting discount and commission(1)	US$	US$
Proceeds, before expenses, to VNG Limited	US$	US$
Proceeds, before expenses, to the selling shareholder	US$	US$

(1) See “Underwriting (Conflicts of Interest)” for a description of compensation payable to the underwriters. The selling shareholder has granted the underwriters the right to purchase up to an additional                  Class A ordinary shares to cover over-allotments within 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission or any other regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A ordinary shares against payment to purchasers on or about                 , 2023.

Joint Bookrunners

Citigroup Morgan Stanley UBS Investment Bank BofA Securities

The date of this prospectus is                 , 2023

TABLE OF CONTENTS

CERTAIN CONVENTIONS AND DEFINITIONS	ii
BASIS OF PRESENTATION	iv
NON-IFRS FINANCIAL INFORMATION	iv
TRADEMARKS AND INTELLECTUAL PROPERTY	v
MARKET, INDUSTRY AND OTHER DATA	v
LETTER FROM OUR FOUNDERS	1
PROSPECTUS SUMMARY	3
RISK FACTORS	39
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	90
OUR CORPORATE STRUCTURE	92
USE OF PROCEEDS	104
CAPITALIZATION	105
DIVIDEND POLICY	107
DILUTION	108
SELECTED CONSOLIDATED FINANCIAL DATA	110
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	112
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	129
OUR MARKET OPPORTUNITY	168
BUSINESS	186
REGULATORY ENVIRONMENT	213
MANAGEMENT	222
PRINCIPAL SHAREHOLDERS	232
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	234
DESCRIPTION OF SHARE CAPITAL	236
CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS	247
CLASS A ORDINARY SHARES ELIGIBLE FOR FUTURE SALE	255
EXPENSES RELATED TO THIS OFFERING	257
MATERIAL TAX CONSIDERATIONS	258
UNDERWRITING (CONFLICTS OF INTEREST)	263
LEGAL MATTERS	274
EXPERTS	275
ENFORCEABILITY OF CIVIL LIABILITIES	276
WHERE YOU CAN FIND MORE INFORMATION	278
INDEX OF CONSOLIDATED FINANCIAL STATEMENTS	F-1

Neither we, the selling shareholder nor any of the underwriters nor any of our or their respective affiliates have authorized anyone to provide any information or to make any representations other than as contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we may have referred you. We, the selling shareholder, the underwriters and our and their respective affiliates take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. We are offering to sell Class A ordinary shares and seeking offers to buy Class A ordinary shares only in jurisdictions where offers and sales are permitted and lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Class A ordinary shares.

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Neither we, the selling shareholder nor any of the underwriters nor any of our or their respective affiliates have taken any action to permit a public offering of the Class A ordinary shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the Class A ordinary shares and the distribution of this prospectus outside of the United States.

Until and including                     , 2023 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Class A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

CERTAIN CONVENTIONS AND DEFINITIONS

Figures are reported in Vietnamese Dong. Unless otherwise noted, all translations from Vietnamese Dong to U.S. dollars and from U.S. dollars to Vietnamese Dong in this prospectus have been made at a rate of VND23,800 to US$1.00, being the rate quoted by the State Bank of Vietnam at the close of business as of June 30, 2023. These translation amounts are presented solely for the convenience of readers, and we make no representation that any Vietnamese Dong or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Vietnamese Dong, as the case may be, at any particular rate, or at all. On August 18, 2023, the exchange rate quoted by the State Bank of Vietnam at the close of business was VND23,946 to US$1.00.

Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions and billions contained in this prospectus have been rounded to a single decimal place for the convenience of readers. In addition, period on period percentage changes with respect to our key business and non-IFRS measures have been calculated using actual figures derived from our internal accounting records and not the rounded numbers contained in this prospectus, and as a result, such percentages may differ from those calculated based on the numbers contained in this prospectus.

Certain metrics presented in this prospectus are calculated using internal company data. While we believe these metrics to be reasonable estimates for the applicable period of measurement, collected through our internal systems and business performance management systems, there are inherent challenges in measuring these and similar metrics. Such estimates may change due to improvements or changes in our methodology.

We regularly review our processes for calculating these metrics, and from time to time we may discover inaccuracies in our metrics or make adjustments to improve their accuracy, including adjustments that may result in the recalculation of our historical metrics. In addition, our estimates may not be comparable to estimates of similar metrics published by third parties, such as research analysts, due to differences in methodology.

Unless the context provides otherwise, for the purposes of this prospectus:

• “AI” means artificial intelligence;

• “Battle Royale” means an online game targeted at hardcore gamers where many players play against each other and win by being the last person or team alive;

• “CAGR” means compound annual growth rate;

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• “charter capital” means , or the capital contributed or undertaken to be contributed by a member/owner as stipulated in Law 59/2020/QH14 on Enterprises adopted by the National Assembly of Vietnam on June 17, 2020 (as amended) (“Vietnam’s Law on Enterprises”);

• “China” means the People’s Republic of China, excluding, for the purposes of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau, except where the context otherwise requires;

• “DAU” means daily active users;

• “fintech” means financial technology;

• “hardcore gamer” means a user who plays the immersive games we publish and typically plays for longer periods of time as compared to casual gamers and is more invested in the user’s in-game success;

• “hardcore game” means the type of game targeted at hardcore gamers, which provides multiple opportunities to sell in-game virtual items, is typically based on a long storyline and has multiple ways to complete the game;

• “IP” means intellectual property;

• “IT” means information technology;

• “JX Mobile” means the initial game in the Legend of Swordsman Mobile franchise, a game owned by Kingsoft;

• “JX1M” means the latest game in the Legend of Swordsman Mobile franchise, a game owned by Kingsoft;

• “massive multiplayer online games” means games in which hundreds of players are able to play against each other via linked servers;

• “MAU” means monthly active users, and for any given application in our Communications and Media business refers to the aggregate number of active users during the last thirty days for the relevant period. Under this metric, a single account that uses a particular Communications and Media application more than once in the last thirty days is counted as one active user for that period;

• “MMORPG” means massive multiplayer online role-playing game;

• “MOBA” means multiplayer online battle arena game;

• “MTU” means monthly transacting users, and for our Fintech business refers to a user who completes a transaction using ZaloPay during the last thirty days for the relevant period;

• “PUBG Mobile” means Player Unknown Battle Ground Mobile, a game owned by Tencent;

• “QAU” means quarterly active users, and for our Games business refers to the aggregate number of unique active accounts that played any of our games within the three months prior to the date of measurement. Under this metric, a single account that plays more than one game or in more than one market is counted as more than one active user within the relevant period;

• “QPU” means quarterly paying users, and for our Games business refers to the aggregate number of unique active accounts through which a payment is made for any of our games within the three months prior to the date of measurement. Under this metric, a unique account through which payments are made in more than one game or in more than one market within the relevant period is counted as more than one paying user;

• “R&D” means research and development;

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• “RPG” means role playing game, an online game where players assume the role of a character and become responsible for leading the player through the game;

• “TPV” means total paying volume, and for our Fintech business refers to the aggregate value of payments completed on our ZaloPay wallet;

• “transacting user” refers to a user who completes a transaction using ZaloPay within the relevant period;

• “unique active merchant” means a merchant (as identified by a unique identification number) that processed at least one ZaloPay transaction within the last thirty days of a relevant period;

• “UPCOM” means the Unlisted Public Company Market of Vietnam, a trading venue for unlisted companies operated by the Hanoi Stock Exchange; and

• “user” means an individual who uses any of the services we offer.

BASIS OF PRESENTATION

VNG Limited, or ListCo, was incorporated in Cayman Islands on April 1, 2022, to serve as the issuer of the Class A ordinary shares offered in this offering. Except in connection with the Reorganization, ListCo has had no business transactions or activities to date and thus no assets or liabilities during the periods presented in the prospectus.

For financial reporting purposes, VN OpCo is our predecessor. Accordingly, this prospectus contains the historical consolidated financial information of VN OpCo. VN OpCo’s audited consolidated financial statements as of and for the years ended December 31, 2020, 2021 and 2022 and VN OpCo’s unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2022 and 2023 have been prepared in accordance with IFRS, which comprise standards and interpretations approved by the International Accounting Standards Board (“IASB”), and International Accounting Standards (“IAS”) and Standing Interpretations Committee interpretations approved by the IFRS Interpretations Committee that remain in effect. ListCo will be our successor and the financial reporting entity following this offering.

The unaudited pro forma financial information of ListCo presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of VN OpCo included elsewhere in this prospectus. These pro forma adjustments give effect to the transactions described under “Our Corporate Structure—The Reorganization,” this offering and the use of proceeds from this offering, as if each had been completed on January 1, 2022 in the pro forma consolidated statement of profit and loss and on June 30, 2023 in the pro forma consolidated statement of financial position. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

NON-IFRS FINANCIAL INFORMATION

To measure performance, we focus on loss for the period, an IFRS measure, as well as certain non-IFRS measures including Adjusted EBITDA, Total Segment Adjusted EBITDA and Segment Adjusted EBITDA. We present non-IFRS measures because we believe that they and similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of our performance. We define Adjusted EBITDA as loss for the period excluding finance income, finance costs, depreciation and amortization, income tax expense, share of loss of associates, impairment loss recognized in profit or loss and share-based payment expenses. We define Segment Adjusted EBITDA as segment operating profit or loss excluding depreciation and amortization, impairment loss recognized in profit or loss and share-based payment expenses, and excludes corporate costs. Total Segment Adjusted EBITDA represents the sum of Segment Adjusted EBITDA of our four business segments.

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Adjusted EBITDA, Total Segment Adjusted EBITDA and Segment Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics and Non-IFRS Financial Measures—Non-IFRS Financial Measures” for information about why we consider Adjusted EBITDA, Total Segment Adjusted EBITDA and Segment Adjusted EBITDA useful and a discussion of the material limitations of these measures, as well as a reconciliation of Adjusted EBITDA and Total Segment Adjusted EBITDA to loss for the period, and a reconciliation of Segment Adjusted EBITDA to segment operating profit or loss, the most directly comparable financial measure, respectively, prepared in accordance with IFRS.

TRADEMARKS AND INTELLECTUAL PROPERTY

We have proprietary rights to trademarks used in this prospectus that are important to our business and are registered under applicable intellectual property laws. This prospectus also mentions and cites trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by any other companies. Solely for convenience, our trademark and trade name referred to in this prospectus may appear without the ^® roundel or TM symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to those trademarks and trade names.

MARKET, INDUSTRY AND OTHER DATA

This prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, government statistics, reports by market research firms or other independent sources and our own estimates based on our management’s knowledge of and experience in the market sectors in which we compete.

Gaming industry and market position information that appears in this prospectus is based on a report that we commissioned from Newzoo International B.V. (“Newzoo”) on the gaming market and industry in Vietnam, Southeast Asia and Latin America (“LatAm”). Certain 2021 gaming industry and market position numbers provided by Newzoo have not been updated due to third party data no longer being available to Newzoo. Communications and media, fintech and cloud computing industry market position information that appears in this prospectus is based on a report that we commissioned from Frost & Sullivan (S) Pte Ltd (“F&S”) on the communications and media, fintech and cloud computing industry in Vietnam and Southeast Asia. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

The Newzoo and F&S reports are supplemented where necessary with our own internal estimates and information obtained from discussions with our users, taking into account publicly available information about other industry participants and our management’s judgment where information is not publicly available. This information appears in “Prospectus Summary,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this prospectus.

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. 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 prospectus. These forecasts and other

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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.

vi

LETTER FROM OUR FOUNDERS

Build Technologies and Grow People. From Vietnam to the World.

We were born after the war, in a nation that had found peace and unity, but was still struggling with underdevelopment and isolation. Our parents worked hard to provide the basics for us while we dedicated ourselves to schooling, fuelled by their belief of ‘study hard for a better life’. The meaning of this better life, however, remained unclear to us and the outside world was a mystery.

Little did we know how lucky we were when the Internet arrived in Vietnam in the middle of the 1990s. The world magically and suddenly opened the door for us.

We considered ourselves the very first ‘Internet generation’ of Vietnam. Our formative teenage years were marked by the introduction of PCs and later the Internet. It was a gateway to a fascinating world with abundant information, knowledge, excitement, and most importantly, dreams. We read stories of tech start-ups in the U.S. with admiration and dreamt of doing the same. At that time, our answer to the better life question was to study overseas and return to Vietnam to work for a tech company. With government scholarships, Minh pursued a finance degree in Australia, while Khai went to the U.S. to study Computer Science.

In 2004, we launched VNG as a 5-person gaming start-up.

Armed only with perseverance and the indomitable spirit of youth, we faced the challenges of running a start-up without any resources and experience through numerous trials and errors. We prepared for the launch of the first PC online game in Vietnam by studying PC game magazines and recruiting employees in local gamer forums. We travelled Vietnam on motorcycles, covering 5,000 internet cafes with game posters. We built our own makeshift data center and a scratch-card payment system before the launch of the first game. Somehow, our game exceeded its three-year forecast in the first week and is still running today, 19 years later.

Following the initial success of our PC games, we expanded the business, introducing various internet products to meet the demand of Vietnam’s rapidly growing online population. We pioneered what we believe is the country’s first music website in 2007, which has since maintained its position as one of Vietnam’s leading music streaming apps while still retaining its original name Zing MP3. In 2009, we launched Zing Me, a web-based social network competing directly with Facebook, which turned out to be a short-lived effort but served as a predecessor to our mobile messaging app Zalo. Today, Zalo is the most popular messaging platform in Vietnam with 75 million monthly active users.

Today, the underdeveloped and isolated nation of our childhood has evolved into one of the world’s fastest-growing economies. It has emerged as a dynamic manufacturing hub, a major exporter of agricultural products, and outperforms in connectivity and education among developing countries. With nearly 80% mobile internet penetration, technology stands as one of the most important drivers of economic and societal activities in Vietnam.

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After nearly three decades of asking the question “What is a better life?”, we have a new answer.

In the coming decades, Vietnam will transform into a developed nation with three key advantages: a dynamic, industrious young population; an open and connected economy fostering global trade and partnerships; and a country strategically focused on technology and science. As the leading technology company in Vietnam, we have both the privilege and the responsibility to participate in this transformation.

We will continue to innovate and build technology products for Vietnam. We want to build ZaloPay into a digital payment platform that will steer Vietnam toward a cashless future and bring financial products to everyone. We want to facilitate digital adoption for millions of businesses through VNG Cloud and other enterprise software products. We want to research and build new AI products such as Kiki and KiLM, a large language model, tailored for Vietnam that could totally re-imagine the daily lives and work of our 100 million population.

We believe the skills and talents of Vietnamese engineers are among the best in the world and we want to grow our team by competing on the global stage. We are launching our games across the world, and we are piloting innovative fintech and cloud services to business customers in the Asia Pacific region. We have a goal that one day our products will serve hundreds of millions of users outside of Vietnam.

Our ultimate vision is to become a global technology company headquartered in Vietnam, a company with diverse global talents but still distinctly Vietnamese in attributes: independence, resilience, openness, and a hunger for learning and growth.

This IPO is both a realization of the dreams of our youth and the first step in this new journey.

Ho Chi Minh City, August 2023.

Minh, Khai and the VNG team.

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PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read this prospectus and should consider, among other things, the matters described in “Risk Factors” and our financial statements, before making an investment decision.

Who We Are

We are Vietnam’s leading, homegrown digital ecosystem, with diverse and competitive product offerings across games, communications and media, fintech and other opportunities. We are the number one mobile games publisher in Vietnam, with our 2022 mobile game gross revenues representing 39.2% of Newzoo’s estimate for Vietnam’s mobile games market for 2022. Our Zalo, Zing MP3 and Bao Moi applications are the number one messaging, music streaming and online news applications, respectively, in Vietnam based on MAU in 2022, according to F&S.

Founded in 2004 as a five-person start up, we have grown and evolved into a national technology champion with a large user base and high engagement in Vietnam. Our strong online game publishing capabilities have allowed us to extend our reach to countless users beyond Vietnam. Since the inception of our company, our mission has been to “Build technologies and grow people. From Vietnam to the world.” By adhering to our mission, we have become a Vietnamese technology unicorn.

We believe that we have achieved many “firsts” throughout our corporate journey. We pioneered the era of hardcore RPGs in Vietnam by publishing Legend of Swordsman on personal computer (“PC”) in 2005. We launched the first widely adopted communication application developed by a Southeast Asian technology company in 2012. We were the first Vietnamese company to successfully publish online games in a foreign market. We have strategically expanded into new business lines, including mobile payments in 2017 and cloud services in 2018.

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Today, our business comprises four segments: Games, Communications and Media, Fintech and Long-Term Opportunities, which together form a powerful platform to serve users’ and businesses’ daily needs. Our services are supported by our proprietary digital infrastructure and technology platform, a unified advertising network and large amounts of data insights accumulated through years of operations.

Notes:

(1) Based on Newzoo’s mobile games market estimate for 2022 and our 2022 gross revenue from publishing mobile games in Vietnam.

(2) Based on MAU in 2022, according to F&S.

(3) Based on MTU in 2022, according to F&S.

Games

Our Games business commenced operations in 2004, and consists of both game publishing and development.

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We publish hardcore and casual online games that are developed by third-party game developers, such as Tencent Games, Kingsoft, NetEase, Perfect World, Riot Games and Take-Two Interactive, in Vietnam, other countries across Southeast Asia, Taiwan, Hong Kong and Macau. Over time we have vertically integrated into game development. Through our ZingPlay platform, we develop and publish popular mobile card and board games for casual gamers across Vietnam, Southeast Asia and LatAm, among others. We also self-develop games targeted at the global hardcore gamer market, which will be a core focus for us going forward. Below are some of the game titles we offer, which are diversified across genre:

As an early mover in game genres such as RPGs and Battle Royale, we have introduced and published many of the most popular global titles in Vietnam and helped grow their popularity within Vietnam and elsewhere. Our most popular mobile games in Vietnam include JX1M, licensed from a Kingsoft affiliate, and PUBG Mobile, developed by Tencent. JX1M, which made its debut as the second ranked app in Vietnam on both the Apple App Store and Google Play Store when it was launched in 2021, is part of the long-standing and popular JX Mobile RPG franchise that was launched in 2016. PUBG Mobile ranked as the second most popular Battle Royale game by MAU in Vietnam in 2021, according to Newzoo. In January 2023, we obtained publishing rights for League of Legends, a popular MOBA game, in Vietnam. Leveraging our strong publishing and marketing capabilities, as well as our unrivaled local market knowledge and technical know-how, we have successfully built strong and long-standing relationships with global game developers.

Leveraging our experience working with global developers, we have also established in-house game development capabilities. This has allowed us to diversify the types of games we offer and enhance the strength and resilience of our Games business. We have self-developed and published over 60 different mobile card and board games targeted at casual gamers through ZingPlay, which is the mobile casual game market leader in Vietnam and ranked first in the mobile card games genre by MAU in LatAm in 2021, according to Newzoo. More recently, we have been developing our own games targeted at the hardcore gamer market. We anticipate these games will be comparable in complexity and storyline to the games that we have historically published for third-party game developers, and that they will increase awareness of our brand outside Vietnam and diversify our Games business.

To supplement organic growth in our Games business and further improve our IP library, game development expertise and geographic reach, we have made strategic investments in independent game studios such as Dorocat and Haegin, located in Hong Kong and South Korea, respectively. We

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have also established Galaxy Game Studio, an in-house game studio located in Beijing, China, and Mad Poly Games Studio, an in-house game studio located in Vietnam.

Our Games business has a strong track record of delivering steady growth and generating profit. We attribute this to our diversified game portfolio across multiple genres and markets and the long-standing popularity of our key titles. Our Games business contributed 80.0% and 81.7% of our revenues in 2022 and the six months ended June 30, 2023, respectively, and forms the bedrock of our ecosystem due to its profitability. We have used the cash generated from our Games business to organically grow our other businesses. We believe our established and diversified user base, the long-standing popularity of our key titles and strength in game publishing and development will continue to support the growth in our Games business, and provide a strong foundation for our ecosystem as we move forward.

Communications and Media

Leveraging our strong branding and deep understanding of Vietnamese internet users, we developed the Zalo application in 2012. Zalo started off as a peer-to-peer communication focused application. It has evolved into a multi-featured platform that provides users with functionality to connect and interact through a variety of different means, including chat, audio and video calls, user timelines and stories. Zalo’s DAU/MAU ratio increased from 67.7% in Q1 2020 to 77.7% in Q2 2023, demonstrating high user engagement as well as robust growth in recent years.

In addition to Zalo, we also provide media streaming and news aggregation services through standalone applications such as Zing MP3 and Bao Moi. Zing MP3 is a music streaming application we developed in 2007, attracting users across all age groups, with Gen Z and Millennials being highly engaged on the platform. In the second quarter of 2023, Zing MP3 had 28.7 million MAU and included songs from Sony and Universal’s music libraries. Bao Moi aggregates and curates news for readers from over 100 different sources, providing one-stop access to over 4,000 Vietnamese language news and entertainment articles a day. In 2021, 2022 and the six months ended June 30, 2023, we had a total of approximately 48.2 million, 49.7 million and 47.2 million daily content views, respectively. Our Communications and Media platforms aim to address a unique daily need of our users, and have significant cross-selling potential with each other and other platforms in our digital ecosystem.

We monetize our Communications and Media business primarily through online advertising. Our advertising platform enables advertisers to place ads under different formats across the various platforms we operate and reach targeted groups of users based on customized attributes. We are able to deliver relevant advertisements and content recommendations to our users based on data insights without sacrificing their user experience. In June 2022, we began implementing paid service packages for Zalo official accounts operated by businesses.

We also offer digital creative content agency services, built upon our innovative culture and deep understanding of our users accumulated over the years. Adtima, our creative advertisement agency, was number one among local advertising firms in Vietnam, based on revenue in 2022, according to F&S. We believe our advertising services allow advertisers to effectively increase brand awareness at scale, improve lead generation and conversion and provide promoted content that resonates with our users. In addition to advertisements, we also offer value-added services for business customers, including lead generation, customer acquisition and notification services. We may explore further monetization opportunities in the future.

To supplement the user experience of our Communication and Media applications we have developed Kiki, a voice-controlled assistant. In 2020, Kiki, through the Zalo application, was successfully integrated into a car for the first time. We believe that Kiki, as a Vietnamese-speaking virtual assistant, is one of the first for the Vietnamese market and we expect it to increase stickiness to Zalo as users rely upon it for an increasing number of their daily online needs.

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Our Communications and Media business generated operating segment profit/loss of VND51.6 billion in 2020, VND110.8 billion in 2021, VND279.9 billion (US$11.8 million) in 2022 and VND(153.0) billion (US$(6.4) million) in the six months ended June 30, 2023. Our Communications and Media business contributed 21.4% and 15.0% of our revenues in 2022 and the six months ended June 30, 2023, respectively.

Fintech

ZaloPay, our Fintech application, commenced operations in 2017 and is the fastest growing of the top-five mobile payment applications in Vietnam and ranked among the top-three locally-developed payment applications in Vietnam in terms of MTU in 2022, according to F&S. Between the first quarter of 2020 and the second quarter of 2023, ZaloPay’s average three month MTU and TPV multiplied by 3.1 times and 6.9 times, respectively. ZaloPay’s functionality includes digital wallet services that allow consumers and businesses to make and receive electronic payments through the ZaloPay application. We also operate the ZaloPay payment gateway for clearing online and offline transactions using traditional payment networks such as Visa and MasterCard. In addition, we have partnered with VietQR to allow our customers to transfer money between bank accounts associated with VietQR through ZaloPay by scanning a QR code.

ZaloPay has been integrated with a variety of online and offline merchants and has increased the number of use cases, including entertainment, food and beverage, transportation, e-commerce, mobile telecommunications and bill payment. ZaloPay is connected to most domestic banks and is fully integrated with our Zalo application, allowing Zalo users to make peer-to-peer payments in Zalo chat, and so ZaloPay provides an online sales channel for merchants. Recently, ZaloPay partnered with Grab to make ZaloPay’s digital wallet available for Grab Vietnam’s services, including transportation, food, grocery and parcel delivery. We have also partnered with TikTok to support payments for transactions made within the TikTok application. In June 2023, we became the first Vietnamese digital wallet provider to partner with Shopify to allow businesses using Shopify to use ZaloPay as a direct payment gateway.

With the ZaloPay platform, we aim to reduce the friction of cash transactions and address the needs of Vietnam’s large underbanked population, serving as a gateway to accelerate financial inclusion, and further empowering our user and merchant base. We are also collaborating with banks and other financial institutions. We have collaborated with financial institutions to support a flexible term savings account and micro revolving credit product. We have also collaborated with DNSE Securities in Vietnam to support a securities trading account on ZaloPay. We intend to collaborate with banks and other financial institutions to explore providing products such as additional fintech services, including wealth management products as well as lending and insurance as the regulatory environment permits.

Long-Term Opportunities

VNG Cloud is our newest business, which commenced commercial operations in 2018. VNG Cloud is a cloud-based platform that enables organizations of all sizes to digitally transform. VNG Cloud combines powerful, elegant and easy-to-use functionality that is designed with the security, scalability and administrative controls required by information technology departments. We developed VNG Cloud to enable corporate users to leverage our cloud infrastructure regardless of their file format, application environment, operating system, device or location. We have recently constructed a new data center that commenced operations in November 2022 to support the expansion of our business and VNG Cloud.

In the past, we have grown our business through minority investments in other technology companies that we believe have the potential to become leaders in their industry or could grow to have

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synergies with our operations. Our investees are selected to provide services complementary to our core businesses, additional R&D capabilities or capture potential market opportunities in the future. In the current economic climate, we have reassessed our strategic plan and at this stage do not plan to actively pursue additional minority and strategic investments, although we may in the future pursue potential acquisitions or investments which align with our strategic criteria.

We have self-developed AI products in addition to Kiki. One of them, TrueID, is an eKYC product suite for customer identification and verification that uses biometrics and AI technologies. We have also developed Prism, an internet of things controller for commercial settings which enables users to control multiple devices from one platform.

Value Proposition of Our Ecosystem

We strive to benefit all participants in our ecosystem. For users, we provide a plethora of products and services that bring about convenience, fun and quality content to help transform their lives. For our partners, we help them achieve effective user acquisition, engagement and retention, innovative content curation and efficient operations.

We offer a suite of diverse and comprehensive offerings and services to our ecosystem participants, which we believe supports our market position and provides a strong foundation for continued growth while creating barriers to entry for our competitors.

For Users

We are transforming and connecting our users’ lives by providing them with digital empowerment, including platforms for games, communication, music, news and more. We are at the forefront of publishing and localizing internationally acclaimed games in Vietnam and across Southeast Asia. Zalo was the most popular messaging application in Vietnam by MAU in 2022, according to F&S. Zalo provides functionality for personal, commercial and public sector users to connect, interact and build

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relationships. Zing MP3 was the number one music streaming platform and Bao Moi was the number one online news platform in Vietnam based on MAU in 2022, according to F&S. Zing MP3 delivers a differentiated and premium user experience by leveraging our vast, licensed music library. Bao Moi offers cultural enrichment to users by providing quality and customized news content. ZaloPay provides a convenient, reliable and efficient payment infrastructure in Vietnam where there is a large underbanked population who lack access to financial services. We believe that our ecosystem has become deeply ingrained in users’ daily lives as we address their online needs. We serve our users with an unwavering dedication to product innovation and improvement, a core strength enabling us to continue driving user engagement, retention and growth.

For Partners

We create value for businesses and see them as our partners for success. Our partners include game developers, merchants and government agencies using Zalo’s official and verified accounts, payment partners, cloud’s corporate customers, advertisers and content creators. For game publishing, we work closely with global game developers to provide them with insights and the technical support needed to successfully develop and localize a game’s content for the markets in which the game is to be published. Advertisers leverage Zalo’s advertising solutions and data insights to effectively target users within our ecosystem. Merchants use ZaloPay to reduce transaction friction and improve operational efficiency. ZaloPay has recently partnered with Grab to make ZaloPay’s digital wallet available for certain of Grab Vietnam’s services. We have also partnered with TikTok and Shopify to expand access to our payment services. Enterprises and organizations have adopted VNG Cloud to digitize their business and upgrade their digital infrastructure. Content creators publish their works on our communications and media platforms to generate traffic and make a living. We strive to empower our partners across multiple segments of our ecosystem, while the success of our partners in turn accelerates our ecosystem’s growth and user base expansion, which then helps attract more partners to our ecosystem, forming a self-reinforcing growth engine.

Our Technology

Key to driving our mission of transforming peoples’ lives is our technology development capabilities. Our infrastructure and technology have been designed for reliability, scalability and flexibility.

We have self-developed and invested significantly in our data analytics technology, which helps us more accurately derive insights on user preferences and transaction patterns and, accordingly, better understand our users. This technology has been instrumental in the development of our advertisement platforms, Zalo Ads and Adtima. It has also helped us predict levels of user engagement with our products and services, which are key enablers for us to develop innovative content, improve the user experience and operate our businesses efficiently.

We leverage technology and data science in our Games business to analyze in-game features, user behavior and marketing performance indicators which we use to drive game designs, content selection and marketing approaches. In addition, our news aggregator application offers personalized content and newsfeeds based on user profiles, providing customized user experiences which enhance user loyalty.

We have also self-developed many of the other core technologies which underpin our business. The ZaloPay platform is built upon open-source technology that we self-developed for our particular

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use cases. It has been improved constantly through learnings from previous iterations of payments trials we conducted over the years and is designed to be highly scalable and modular to support a high growth business. We also developed the engine that powers ZingPlay and simultaneously supports live game operations across multiple jurisdictions and languages. The engine is capable of hosting massive multiplayer online games and helps to identify cheaters to be banned.

Throughout our operating history we have built competitive technical expertise and data infrastructure which play a critical role in our ability to deliver a smooth user experience across our services. The large number of users across our platforms requires us to simultaneously deliver massive amounts of data. We have designed our network infrastructure so that it is able to scale horizontally, such that when we are required to add additional capacity the network is ready to integrate the additional capacity.

We believe our self-development and data-driven approach to technology creates a self-reinforcing cycle and enables us to engage with and better serve our users with increasing convenience and security.

Market Opportunities

Our three key businesses of Games, Communications and Media and Fintech operate in markets with substantial population size and economic growth potential. We consider Vietnam to be Games’ core region, along with the rest of Southeast Asia (“SEA”) and Taiwan. For our Games business, we define SEA as Vietnam, Thailand, Singapore, Malaysia, Indonesia and the Philippines. We also have operations in LatAm, where we primarily publish mobile casual games on our ZingPlay platform. According to Newzoo estimates, ZingPlay ranked first in the mobile card games genre by MAU in LatAm in 2021. For our Communications and Media and Fintech businesses, we operate only in Vietnam.

Vietnam had a population of 99.4 million people and US$413.8 billion of GDP in 2022, according to F&S. SEA and Taiwan present a substantial population and geography and have significant growth potential. Combined they had a population of 618.1 million people in 2022, or nearly double the population of the United States, and US$4.3 trillion of GDP in 2022, according to F&S. There are multiple thematic drivers of our historical and anticipated future growth in Vietnam and across SEA, falling into four main categories:

• Robust demographic and macroeconomic growth – Vietnam is one of SEA’s most populous countries with 99.4 million people, which represents 16.1% of SEA and Taiwan’s total population, according to F&S. Vietnam’s population is expected to grow at a CAGR of 0.8% to 103.5 million people from 2022 to 2027, compared to (0.1)% for China and 0.3% for the United States over the same period, according to F&S. SEA and Taiwan combine to form one of the world’s most populous regions, representing 7.9% of the global population, according to the IMF. SEA and Taiwan are also characterized by substantial and growing young populations, centered around Millennials and Gen Z. SEA and Taiwan also boast some of the world’s fastest growing economies, with increasing urbanization and a growing middle-class with higher consumption power and needs.

• High rates of technology adoption, especially in mobile internet – In terms of smartphone users, SEA and Taiwan together form one of the fastest growing regions of smartphone users in the world, according to F&S. Vietnam has the third highest number of smartphone users in SEA and Taiwan, with 75.5 million users and a penetration rate of 76%, in 2022, according to F&S. According to F&S, this smartphone user base is expected to reach 93.6 million users by 2027,

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growing at a CAGR of 4.4% from 2022 to 2027. Vietnam is an attractive high-growth digital economy market, especially for our Communications and Media and Fintech offerings. SEA and Taiwan had 487.9 million internet users and 485.3 million smartphone users in 2022, according to F&S.

• Digital transformation of industries and user behavior – Vietnam boasts the fourth highest penetration rate of digital service users in SEA and Taiwan after Indonesia, Singapore and Taiwan, according to F&S. Vietnam had 57.4 million digital service users in 2022, which represents a penetration rate of 57.7%. According to F&S, user adoption of digital services is expected to grow at a CAGR of 8.3% in Vietnam from 2022 to 2027, the third highest in SEA and Taiwan after Philippines and Malaysia. This expected growth is driven mainly by government support, with the government aiming to have over 80% of households having access to broadband fiber-optic infrastructure by 2025. The government also aims to have the digital economy make up at least 10% in every sector by 2025. As consumer needs and expectations change, and as more users adopt digital services, user engagement with our service offerings is expected to continue to grow.

• Emergence of digital ecosystems across verticals – There are multiple factors that power the growth of emerging ecosystems in Vietnam and across SEA. These include a digital ecosystem’s ability to generate value for customers through shared data analytics across verticals, decreased customer acquisition costs through shared user bases, potential for greater cross-selling opportunities and strengthened customer relationships and customer retention.

Our Competitive Strengths

Vietnam’s #1 digital ecosystem

We are a national technology champion in Vietnam with household digital platform brands across games, communications, news and music with a massive and fast-growing user base. We are the number one mobile games publisher in Vietnam, with our 2022 mobile game gross revenues representing 39.2% of Newzoo’s estimate for Vietnam’s mobile games market for 2022. We had 78.4 million QAU across games targeted at hardcore and casual gamers in the second quarter of 2023, with an established first-mover advantage, proprietary know-how and competitive moat built over 19 years of industry experience. We had 75.0 million MAU on Zalo in the second quarter of 2023, and our Zalo application was the number one messaging application in Vietnam by MAU in 2022, according to F&S. In addition, Zing MP3 was the number one music streaming platform and Bao Moi was the

number one online news platform in Vietnam based on MAU in 2022, according to F&S. Our ZaloPay application was the fastest growing digital payment application in Vietnam among the top five players and ranked among the top three locally-developed payment applications in Vietnam in terms of MTU in 2022, according to F&S, and has experienced rapid growth since launch.

We are well positioned to address a total addressable market of over US$77.7 billion by 2025, which includes US$9.9 billion in online games in SEA and Taiwan and US$10.1 billion in online games in LatAm (according to Newzoo); and US$5.3 billion in online communications and media in Vietnam and US$52.4 billion in fintech services in Vietnam (according to F&S). We believe our platform will benefit from a fast growing addressable market on the back of strong macro tailwinds. Such tailwinds include a young population, fast-growing economies and increasing urbanization, highly active internet users, rapidly growing internet and smartphone penetration, especially among the younger tech-savvy population, and increasing levels of purchasing power. When combined, these drivers demonstrate the high growth potential of our key markets and, in particular, Vietnam.

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Highly engaged user base with potential for scalability and increased monetization

As a trusted brand and a household name in Vietnam, we strive to deliver outstanding customer experiences for our users, maintain a highly engaged user base and create significant potential for scalability and monetization. We have built a comprehensive product portfolio, from mobile games and communication to digital payments, allowing our users to access our platforms multiple times a day while providing a richer and more convenient online experience. This has also presented cross-selling opportunities for us which increase the efficiency and effectiveness of our user acquisition and retention efforts. High user engagement has deepened our understanding of our users, further improved our service offerings to attract a wider audience, and opened up more monetization avenues while maintaining attractive user experiences.

For instance, we frequently adjust and fine-tune the game play of our games in response to user preferences and industry sector trends. We are also increasing the engagement of our games by making them more social and interconnected by introducing player leaderboards and in-game chat functionality. At the same time, we have expanded our Games revenue streams into a hybrid monetization approach, including in-app purchases and in-app advertising. To enhance user engagement in Zalo, we closely monitor user feedback to adjust Zalo’s in-app functionalities to optimize the user interface and launch new and desirable functionalities. Higher levels of engagement and longer periods of time spent using our applications will lead to more monetization opportunities, such as targeted advertising and premium subscriptions. We have also increased non-advertising revenue by developing value-added services for business customers, including lead generation, customer acquisition and notification services.

Powerful network effect

We provide participants of our ecosystem with diverse and complementary offerings to meet their daily needs, creating a powerful network effect that drives more users and engagement, and in turn attracts more partners to join our platform and grow our ecosystem.

Our core businesses complement each other and create powerful synergies within our platform. For example, we are able to cross-sell our Communications and Media and Fintech products to users of our games, leading to increased brand awareness of our products outside the Games business. Users of our games can also be converted to ZaloPay users with high stickiness, as ZaloPay serves as a convenient payment tool within our games. Zalo’s large user base provides extensive cross-selling opportunities to our other platforms and ZaloPay, thereby driving each user’s lifetime value as they adopt more services within our ecosystem and enable us to lower user acquisition costs.

As we attract more gamers, we strengthen our position as the leading publisher in Vietnam and attract more game developers to partner with us. With more game developers publishing through us, we benefit from the opportunity to publish more blockbuster game titles across SEA, which in turn attracts more gamers and lowers the risks of publishing such games. For our Communications and Media applications, as we attract and engage with more users, we accumulate more user insights, allowing us to keep improving and developing our products and services, which in turn grows and retains our user base. With a large and sticky user base, we are able to attract more advertisers and create more monetization opportunities within our ecosystem. Meanwhile, a large user base also attracts more businesses to open official accounts with us, further expanding our monetization potential.

This network effect accelerates the growth of our user base and increases user engagement, creating organic cross-pollination opportunities within our ecosystem. This results in significant opportunities for our partners and enhances monetization potential across our ecosystem.

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Strong tech DNA led by a visionary team

Our tech DNA is deeply rooted in our management team, which continues to propel innovation and development, and solidifies our position as a Vietnamese technology pioneer.

Starting as a game publisher in 2004, we have evolved with the technology industry in Vietnam. From the PC to mobile internet eras, we have been at the forefront of introducing new technology into Vietnam and developing innovative products that fulfill the needs of our users in an increasingly digitalized world. We work closely with global game developers to help them tailor their games to best appeal to the markets in which the game is being published. We also help game developers effectively market the games, improve user engagement and increase the longevity of games and monetization opportunities by leveraging our local knowledge and large user network. We were the first to develop a widely adopted Vietnamese homegrown communication app, Zalo, and have also developed Zing MP3, Bao Moi and other apps and functionalities to create the comprehensive digital ecosystem we have today. We continue to develop our product features to meet the evolving needs of our users while expanding and deepening our reach into users’ daily lives. This has made VNG products widely known in Vietnam.

Our nimbleness and ability to address the evolving preferences of users is attributable to our entrepreneurial spirit and our consistent R&D focus, which form the core of our tech DNA. We are led by a visionary and battle-tested management team who have fostered a highly entrepreneurial culture to drive continued dedication to technology development and product innovation.

Proven publishing and development capabilities demonstrated by our strong track record

Our first published game, JX, which was developed by Kingsoft, was initially launched as a PC game, is still in operation after 18 years and the mobile version of the JX game franchise continues to be a popular game title in Vietnam, according to Newzoo. We also maintain a strong relationship with Tencent and have published numerous of its leading games. In addition to games targeted at the hardcore gamer market, we have also developed the ZingPlay platform, which is targeted at casual gamers. ZingPlay publishes a wide variety of mobile card and board games and has allowed us to expand the types of games we publish as well as the geographic reach of our Games business. Through continued development and innovative product improvements, Zalo has become the leading messaging application in Vietnam based on MAU in 2022, according to F&S.

Our strong internal R&D capabilities are crucial to our product development. By leveraging our proprietary technology, we are able to continue developing successful products using our own IP and to tailor our services to ever changing consumer needs. Over the years, we have successfully grown from a game publisher to a digital ecosystem with powerful technology infrastructure and dedicated specialists, equipped with over 2,400 technical and product employees as of June 30, 2023. We have also developed sophisticated data and AI capabilities for the benefit of our platforms, users, partners and businesses. We continue to deliver targeted content via a recommendation engine that enhances user engagement and improves advertising efficiency. Presently, our focus includes developing a Vietnamese large language model, which we believe has the potential to help build applications and support future use cases such as content creation, language translation and chatbots. We are also focused on integrating AI capabilities into our game development activities across the design process, through concept design, art generation and anomaly detection, and product, through AI bots and virtual avatars. In addition, we are integrating AI capabilities into our game publishing business to improve cost efficiencies and test different visuals and themes. We have developed innovative AI products such as Kiki, a virtual assistant, and TrueID, an eKYC solution using AI as well as facial and optical character recognition technologies targeted at our enterprise customers.

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Diversified and resilient monetization engines with strong growth potential

Our platforms provide a set of diverse offerings that are highly complementary to each other. Each platform has standalone monetization capabilities which strengthens our business in the face of challenges or an economic downturn.

For example, our Games and Communications and Media businesses are complementary to each other in terms of user acquisition and monetization, demonstrating strong resilience during the COVID-19 pandemic.

Our businesses also support each other’s growth given they are at different stages of development. We have a large and engaged user base in our more established businesses, including 78.4 million QAU for Games and 75.0 million MAU for Zalo in the second quarter of 2023. This is essential to our monetization capability and supports the development of our relatively early-stage businesses such as ZaloPay and VNG Cloud. Our Games business has generated high levels of cash flow and profitability and our Communications and Media business has been profitable in 2020, 2021 and 2022, allowing us to invest more to enhance players’ in-game experience and our Communications and Media products while at the same time supporting the development of our emerging businesses such as ZaloPay and VNG Cloud.

Furthermore, our diversified business offerings provide multiple growth and monetization levers. Each of our businesses has potential for further use case expansion and collective cross-sell opportunities within our ecosystem. Our Games business has diversified genres offered across SEA, Taiwan, Hong Kong, India and LatAm. Geographical locations other than Vietnam contributed 22.1%, 18.7% and 25.7% of Games’ revenue in 2020, 2021 and 2022, respectively, and 23.2% and 26.7% in the six months ended June 30, 2022 and 2023, respectively. In addition, self-developed games contributed 22.0%, 19.5% and 20.8% of Games’ revenue in 2020, 2021 and 2022, respectively, and 18.5% and 21.9% in the six months ended June 30, 2022 and 2023, respectively. Zalo has been successfully rolled out as a communications tool for small and medium enterprises since 2020, and is being used as a tool for government agencies to communicate with the general public. These factors have significantly increased Zalo’s monetization potential. Further, we have seen a significant increase in non-advertising revenue from Zalo as a result of us expanding the amount of value-added services available to business customers. This demonstrates our ability to continue diversifying our revenue streams.

Our Strategies

Enhance our leading position in Vietnam

We intend to capitalize on our established first-mover advantage, proprietary know-how and competitive moat built over 19 years of industry experience in Vietnam. Leveraging our first-mover advantage, we will strive to continue to be at the forefront of introducing new technology into Vietnam and developing innovative products that fulfill the needs of users in an increasingly digitalized world. Vietnam’s attractive demographics, macroeconomic growth, rising smartphone penetration and fast-growing digital economy are key drivers of our future growth and will assist us to continue to build leading positions across our businesses.

Build on market leading position of core businesses

We intend to continue building competitive moats around our core businesses. For Games, we will consolidate and expand strategic relationships with world-class game developers to continue

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operating successful titles and introduce new games to our users. We will also continue to invest in our in-house team to develop innovative games and enrich our own IP. For Zalo, we intend to further strengthen the communications tools and functionalities, provide more convenience to users and maintain user loyalty.

We intend to continue to build and invest in Zalo to strengthen its position as the must-have communications platform for all individual users, small businesses and government agencies in Vietnam. We intend to innovate on features that help small businesses to reach and interact with users in an engaging and effective manner.

Expand Games business internationally and build a regional champion across Southeast Asia

We will continue to leverage the success of our operational experience in Vietnam and expand our presence across markets beyond, particularly in SEA and Taiwan. SEA and Taiwan present population growth, rising income levels, substantial and growing young populations and high levels of internet and smartphone penetration. Leveraging our Games business and technical know-how, we believe we will be able to successfully expand overseas by acquiring additional publishing rights outside of Vietnam and launching self-developed games, positioning us to capture additional market share across SEA, Taiwan and LatAm. We believe the relatively low market penetration of products and services similar to ours in most of our target markets creates significant growth potential for our business.

Further enhance user engagement and monetization

We are focused on growing our user base, increasing engagement and improving monetization by leveraging our key strengths across our businesses.

We expect to continue to improve our Games monetization capabilities by leveraging the free-to-play model whereby we only charge users for in-game items while downloading and playing the basic version of a game remains free. The in-game items include consumable items sold to users to alter a character’s attributes, and durable items which are accessible to a user over an extended period of time. We also plan to acquire more games to both enhance the experience for our existing users and expand our potential user base. For our Communications and Media business, we intend to capitalize on the multiple touch points and functionalities we have created, such as Zalo and media apps (such as Zing MP3 and Bao Moi). Ultimately, we believe that a broadened user base and diversified Communications and Media channels will provide our advertisers with better targeting and more efficient ad solutions, leading to improved monetization capabilities.

Continue to leverage data insights to drive new game innovations and secure additional publishing partnerships

We will continue to collaborate with leading game developers around the world to source and localize high quality games for our users. More specifically, we will utilize the data pool accumulated from user behaviors to derive insights in game selection, localization and operation processes. For example, we use data science to model user engagement throughout a game cycle, from initial reach to engagement and then retarget. Similarly, we will dedicate significant resources in developing proprietary titles based on the in-depth understanding of our users’ behavior in Vietnam and across the markets in which we operate.

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Scale up Fintech services

Expand breadth of products and use cases.    We intend to continue to broaden the number of use cases of our Fintech business. This includes closer collaboration with banks and other financial institutions to explore providing products such as wealth management, lending and insurance.

Increase transaction volume on the ZaloPay app.    We intend to increase transaction volumes through more efficient user conversion and increasing use cases within our ecosystem. We will leverage user insights and transaction activities to improve ZaloPay’s product design, user interface and functionalities. We also plan to continue marketing ZaloPay to merchants to increase adoption.

Invest in our people

Building a globally competitive company in a developing country requires focused efforts to enhance human capacity. While our talent pool is smaller in comparison to other large technology centers, such as those situated in the US or China, we have been able to attract leading technical, product and business talents in Vietnam and around the world to join us through a unique company culture and a focus on developing our people. We have intake programs where we recruit leading students from the top universities in Vietnam and have developed strong training programs to rapidly develop their capabilities.

Going forward, we intend to continue to invest in our people and our corporate culture, both in Vietnam and internationally, and maintain an entrepreneurial spirit through the use of equity incentive programs.

Cultivate long-term growth opportunities

We intend to grow our user base, broaden our offerings and increase our market presence by investing in strategic targets and partnering with them for new products and technologies. These targets typically provide services complementary to our core businesses, additional R&D capabilities and help us anticipate future market opportunities. We are also developing products which are complementary to our business, including Kiki, TrueID and Prism.

Summary of Risk Factors

Investing in Class A ordinary shares of ListCo involves risks. You should carefully consider the risks described in “Risk Factors” before making a decision to invest in the Class A ordinary shares. If any of these risks materialize, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of the Class A ordinary shares would likely decline, and you could lose all or part of your investment. The following is a summary of some of the principal risks we face:

Risks Related to our Business and Operations

• Our business is subject to rapid technological change, shifting user preferences and new products and services being frequently released, which intensifies competitive pressures on us.

• We derive a significant portion of our revenue from Games and a relatively small number of games generate such revenue, resulting in our business being dependent upon the continuing success of Games.

• We rely upon third-party game developers.

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• We have a history of operating losses, may incur substantial operating losses in the future and may not achieve and sustain profitability or growth in future periods.

• We are required to continuously develop and/or publish high-quality games in a timely and successful manner.

• We face significant competition across our markets and business segments and may fail to compete effectively against current or future competitors.

• Parts of our business are at relatively early stages of their growth and we cannot guarantee that we will be able to successfully implement our growth strategy or sustain our growth rate.

• We may fail to monetize our businesses effectively.

• We rely on storefronts operated by third parties to distribute our products and collect payments.

• Our business is dependent on our ability to maintain or grow the size of our user base and the level of engagement of our users.

• We may be unable to extend the life of existing games through development of new features or functionality.

• We are susceptible to risks associated with our international growth strategy.

• The continuing and collaborative efforts of our senior management and key employees are crucial to our success, and our business may be harmed if we were to lose their services.

• The ability to recruit, develop and retain qualified employees is critical to our success.

• Our brands and reputation are among our most important assets and are critical to the success of our business.

• We face risks in connection with our strategic partnerships.

• The interpretation and application of data protection laws could negatively impact our business.

• The COVID-19 pandemic materially affected our business, and it or other pandemics could have an adverse impact on our operations.

• Privacy concerns relating to our technology or failure to safeguard the personal data of our users could damage our reputation and deter users from our products and services.

• Our business depends on our ability to maintain and scale our technology infrastructure, and any significant interruption or failure of our services could impair our operations.

• We are subject to extensive and evolving rules and regulations across our businesses.

• We may be subject to security breaches and attacks against our platforms and network, particularly with regards to confidential user information, and our platforms may contain unforeseen “bugs” or errors.

• If we fail to implement and maintain an effective system of internal control over financial reporting and disclosure controls, our ability to produce timely and accurate financial statements and/or Exchange Act reports or comply with applicable regulations could be impaired, and investor confidence and the market price of the Class A ordinary shares may be materially and adversely affected.

• We are subject to risks related to litigation, including intellectual property claims, consumer protection actions and regulatory disputes, and have been sued in the United States District Court for the Central District of California for alleged copyright infringement of musical recordings.

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Risks Related to our Corporate Structure, Restrictions on our Industry and Doing Business in Vietnam and Southeast Asia

• Our corporate structure is unprecedented and has not been tested in any court. If the Vietnamese authorities determine that our contractual arrangements with VN HoldCo are not in compliance with applicable law, we could be subject to severe penalties and the value of the Class A ordinary shares could decline significantly.

• If facts and circumstances involving the Cooperation Agreement or ListCo’s relationship with VN HoldCo were to change, it could lead to a reduction in ListCo’s indirect effective interest in VN OpCo or, if there is a loss of control, deconsolidation of VN OpCo in ListCo’s consolidated financial statements.

• ListCo is a holding company, with no material operations of its own, and its ability to pay expenses and obligations, including payments under the Cooperation Agreement, is limited by our corporate structure. Moreover, foreign exchange controls may limit our ability to use our revenue and cash effectively and thus affect the value of your investment.

• ListCo is expected to facilitate conversions of ordinary shares in VN OpCo into cash, thereby changing the composition of our capital structure and potentially diluting holders of Class A ordinary shares.

• The alignment of your interests with the interests of the holders of the non-controlling interest in VN OpCo depends largely on the Cooperation Agreement, and in particular the effectiveness of its provisions to convert ordinary shares in VN OpCo into cash based upon the market value of the Class A ordinary shares.

Risks Related to this Offering and ListCo’s Class A ordinary shares

• The manner of appointing and/or removing the directors of ListCo has the effect of concentrating voting power with certain holders of ListCo’s ordinary shares, which will substantially limit your ability to influence the outcome of important transactions, including a change in control.

• ListCo’s dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of ListCo’s Class A ordinary shares may view as beneficial.

Summary of our Corporate Structure

Foreign Ownership Limit; Cooperation Agreement

Current Vietnamese laws and regulations prohibit “foreign investors,” as the term is used in Vietnam’s Law on Investment and its implementing regulations, from owning more than 49% of the charter capital of a Vietnamese company engaged in electronic gaming and other business lines in which VN OpCo is engaged. In connection with this offering, we are undertaking the reorganization transactions described in “Our Corporate Structure—The Reorganization,” which we refer to as the Reorganization, to provide foreign investors greater economic exposure to Vietnam than would be allowed solely through direct ownership of VN OpCo’s charter capital while:

• allowing for a capital structure with cash flows and access to financing onshore and offshore, to fund our business as a whole;

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• enabling our Vietnamese employees and other shareholders in VN OpCo, at the discretion of ListCo’s board of directors and subject to certain limitations, to realize returns on their investment at a valuation that is based upon the market value of the Class A ordinary shares; and

• adopting appropriate governance and minority protections in the context of a founder-led public company with Vietnamese roots.

Prior to the effectiveness of the registration statement of which this prospectus is a part, ListCo will hold a 49% direct equity interest in VN OpCo, cash that has been provided as collateral in connection with the Reorganization and no other assets. Upon completion of this offering and after giving effect to the Reorganization, ListCo will hold the 49% direct equity interest in VN OpCo and other assets including wholly-owned non-Vietnamese operating subsidiaries and, through a cooperation agreement with VN HoldCo (the “Cooperation Agreement”), a 21.3% indirect effective interest in VN OpCo.

The key terms of the Cooperation Agreement are described in the section entitled “Our Corporate Structure—Cooperation Agreement with VN HoldCo,” beginning on page 97 of this prospectus. For the complete text of the Cooperation Agreement, refer to the copy to be filed as Exhibit 10.9 to the registration statement of which this prospectus is a part.

Pursuant to the Cooperation Agreement, upon the completion of this offering, ListCo will purchase from VN HoldCo 6,110,547 ordinary shares in VN OpCo, or 21.3% of its charter capital, for delivery at such future date, if any, when it is possible to do so in compliance with Vietnamese law and regulations and all necessary regulatory approvals have been obtained. ListCo will not take possession or be registered as the owner of these or additional shares in VN OpCo that it purchases for future delivery under the Cooperation Agreement. Instead, as of the date on which ListCo and VN HoldCo transact those shares (and at all times until such future delivery), the shares will be subject to the following terms:

• VN HoldCo will represent that the shares are free and clear of all liens and encumbrances;

• VN HoldCo will mortgage the shares in favor of ListCo as promptly as possible (and with respect to the shares transacted upon the completion of this offering, no later than 30 days after the completion of this offering), as security for their delivery as and when permitted by Vietnamese law and regulation, and the mortgage will be perfected by way of registration with the relevant Vietnamese authorities. The Cooperation Agreement will also forbid VN HoldCo from selling, exchanging, giving, leasing, lending or otherwise disposing of the mortgaged shares or using them to perform another obligation;

• VN HoldCo will agree to attend general meetings of shareholders of VN OpCo, which as described in “Our Corporate Structure—Governance at VN OpCo” require attendance by holders of at least 65% of the shares entitled to vote to be quorate;

• VN HoldCo will agree to vote all shares that it has sold for future delivery in accordance with the proposals of the board of directors of VN OpCo; and

• VN HoldCo will agree that, if VN OpCo pays any dividend or other cash distribution on its ordinary shares, then VN HoldCo will transfer to ListCo the dividend or other distribution on the shares if feasible pursuant to Vietnamese foreign exchange controls and other applicable regulations, or, alternatively, ListCo may offset the value of the dividend or other distribution on the shares against the purchase price of any future purchase of ordinary shares in VN OpCo from VN HoldCo or in other ways permitted under Vietnamese law.

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ListCo’s Control Assessments of VN HoldCo and VN OpCo

ListCo has assessed that, based on its 49% direct equity interest in VN OpCo and other factors, such as the dispersion and historical voting patterns of the remaining shares in VN OpCo, ListCo will have control over VN OpCo immediately prior to the commencement of this offering, when certain security interests in favor of the Original Foreign Investors will be released, and therefore will be required to consolidate VN OpCo under IFRS. ListCo’s control assessment in relation to VN OpCo does not depend on contractual arrangements with VN HoldCo pursuant to the Cooperation Agreement, even though the Cooperation Agreement bolsters the elements of control that have permitted ListCo to assess that it is required to consolidate VN OpCo. ListCo has also received an undertaking from our founder that, in the event that the Cooperation Agreement is terminated in accordance with its terms because it or any transaction contemplated by the Cooperation Agreement is enjoined or prohibited by the terms of a final, non-appealable governmental order, regulation or law from any governmental authority that has jurisdiction over either party, then our founder will, in each instance thereafter, vote or cause to be voted any shares of the charter capital of VN OpCo that our founder then beneficially owns in a manner that would not impede ListCo’s practical ability to direct the relevant activities of VN OpCo unilaterally, within the meaning of IFRS 10. A copy of this undertaking is filed as Exhibit 10.5 to the registration statement of which this prospectus is a part. ListCo’s control assessment in relation to VN OpCo does not depend on this undertaking.

ListCo’s contractual arrangements with VN HoldCo pursuant to the Cooperation Agreement, and VN HoldCo itself, are important to our corporate structure because they will increase the equity in VN OpCo that is attributable to ListCo above the 49% direct equity interest that ListCo holds in VN OpCo. Specifically, ListCo expects to assess, upon the completion of this offering, that the terms of the Cooperation Agreement allow ListCo to control VN HoldCo (see Note 2 to our audited consolidated financial statements included in this prospectus for a description of the three elements of control under IFRS), and therefore ListCo will be required to consolidate VN HoldCo under IFRS, which will result in ListCo (and, therefore, foreign investors) gaining greater exposure to the variable returns from ListCo’s involvement with VN OpCo, via VN HoldCo, than the 49% foreign ownership limit applicable to VN OpCo would otherwise afford.

ListCo’s control assessment over VN OpCo and VN HoldCo must be reassessed if facts and circumstances indicate that there have been changes to one or more of the elements of control. See “Unaudited Pro Forma Consolidated Financial Information.”

No Specific Approvals Provided by Vietnamese Authorities for this Offering, and Unique Risks of Our Corporate Structure

While we will make registrations and obtain regulatory approvals in Vietnam for certain aspects of the Reorganization—such as for the acquisition by ListCo of its 49% direct equity interest in VN OpCo and by VN HoldCo of its 21.3% direct equity interest in VN OpCo and related filings, and for the transfer of the non-Vietnamese direct and indirect subsidiaries of VN OpCo to become subsidiaries of ListCo, without intermediate Vietnamese holding companies, upon the completion of this offering—under current Vietnamese law, no regulatory authority in Vietnam is required to pass upon or approve the Cooperation Agreement, ListCo’s indirect effective interest in VN OpCo or the offer of the Class A ordinary shares that are being sold in this offering. As a result, no Vietnamese authority has reviewed the Cooperation Agreement or affirmed that the Cooperation Agreement complies with Vietnamese law.

The Cooperation Agreement and certain other elements of our corporate structure are unprecedented and have not been tested in any court in Vietnam or elsewhere and may be disallowed by Vietnamese regulatory authorities, including the Vietnam Competition Commission (“VCC”).

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Corporate law, corporate governance and securities laws are considerably less developed in Vietnam than in the United States and other developed market economies. In particular, there is substantial ambiguity concerning the application of Vietnam’s merger control regime.

Prior to ListCo’s acquisition of a 49% direct equity interest in VN OpCo, we made a submission to the then current competent competition authority in Vietnam, the Vietnam Competition and Consumer Authority (“VCCA”), describing ListCo’s prospective acquisition of a 49% direct equity interest in VN OpCo and of a practical ability (as a matter of IFRS) to direct the relevant activities of VN OpCo. As ListCo’s power over VN OpCo—whether prior to or after the completion of this offering and the Reorganization—does not fall squarely within any of the scenarios giving rise to an economic concentration within the meaning of Vietnam’s merger control regime, we consulted with the VCCA and, after the consultation, the VCCA returned our submission. We subsequently submitted a consultation letter describing only ListCo’s potential acquisition of the 49% direct equity interest in VN OpCo. The VCCA then stated that the acquisition of the 49% direct equity interest in VN OpCo did not result in an economic concentration and that, if any future transaction gave rise to an economic concentration within the meaning of Vietnam’s merger control regime, the VCCA should be notified and consulted. The form or application of the penalties that might arise from any action against us by the Vietnamese authorities are uncertain, but likely would be materially adverse to ListCo and holders of its Class A ordinary shares. These include administrative sanctions and the demerger or splitting of the entities involved in a prohibited transaction, among other penalties.

We cannot assure you that the VCC (which replaced the VCCA and assumed its role effective from April 1, 2023) will not take the position, including upon the completion of this offering and the Reorganization, that an economic concentration exists that is, or should have been, subject to Vietnam’s merger control regime.

The invalidation by Vietnamese authorities of any legal provision that we have designed with a view to facilitate the governance of our onshore and offshore businesses following the completion of the Reorganization and this offering, or to regulate the relationship between the holders of the non-controlling interest in VN OpCo with those of the holders of Class A ordinary shares in ListCo, could require us to expend substantial financial resources to defend or seek to enforce our legal rights. It could also require our senior management to devote significant time and attention to these matters, distracting them from their day-to-day duties and the management of our business and operations. Moreover, our business could be adversely affected if the Vietnamese authorities were to prohibit or limit the ability of the holders of the non-controlling interest in VN OpCo, which include many of our employees and members of senior management, from converting their ordinary shares of VN OpCo into cash based upon the market value of the Class A ordinary shares.

For a more complete discussion of risks associated with our corporate structure and how it could affect the value of your investment in the Class A ordinary shares, including why ListCo’s contractual arrangements with VN HoldCo that result in an indirect effective interest in VN OpCo may be less effective than an additional direct equity interest in VN OpCo, see “Risk Factors—Risks Related to Our Corporate Structure, Restrictions on Our Industry and Doing Business in Vietnam and Southeast Asia,” beginning on page 71 of this prospectus.

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Post-Offering Organizational Structure

The following diagram shows our organizational structure immediately after completion of this offering and giving effect to the Reorganization (assuming no exercise by the underwriters of their right to purchase additional Class A ordinary shares).

Notes:

(1) ListCo will have Class A ordinary shares and Class B ordinary shares outstanding after the completion of this offering and the Reorganization. A holder of Class A ordinary shares holding no less than 25% of the votes attaching to the issued Class A ordinary shares in aggregate (either directly or together with its “affiliates,” as such term is defined in Rule 405 under the Securities Act) will be entitled to nominate for appointment and/or removal one director (or two directors if our board of directors comprises seven or more members). Holders of Class B ordinary shares will be entitled to nominate for appointment and/or removal all other directors. Class A ordinary

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shares and Class B ordinary shares are non-convertible into each other or any other instrument. Certain matters require unanimous approval by our directors present at a quorate meeting with at least one Class A director present (or, if one or more board members object, then the decision is put to a vote requiring approval by a majority that must include at least one Class A director). These matters include certain issuances of Class A ordinary shares and certain matters involving ListCo’s significant subsidiaries (including VN OpCo and, for these purposes, VN HoldCo). See “Description of Share Capital—Certain Matters Requiring Special Board Approval.” Class B ordinary shares are non-redeemable and have no economic rights, including upon liquidation. Class A ordinary shares are freely transferable. Class B ordinary shares are not transferable and may be held only by Vietnamese nationals who are “officers” (as defined in Rule 16a-1 under the Exchange Act) of VN OpCo (or any of its direct or indirect parent companies, including ListCo). Upon the death, disability or cessation of employment with us of any holder of Class B ordinary shares, our board of directors has the right to designate the person or persons (or categories of such persons) to whom that holder’s Class B ordinary shares may be transferred, subject to the approval of holders of no less than 80% of the Class A ordinary shares attending and voting at a quorate meeting.

(2) Our founder will hold 88.2% and our co-founder will hold 11.8% of the Class B ordinary shares outstanding after the completion of this offering and the Reorganization.

(3) As of the date of this prospectus, VN HoldCo holds a 21.3% direct equity interest in VN OpCo. Immediately prior to the completion of this offering, ListCo will enter into the Cooperation Agreement with VN HoldCo, whereby ListCo will effectively acquire the 21.3% interest in VN OpCo held by VN HoldCo. VN HoldCo will remain the holder of record of these shares but will mortgage them in favor of ListCo no later than 30 days after the completion of this offering and contractually agree to transfer their economic benefit to ListCo (including upon liquidation) and to abstain from otherwise transacting in them. ListCo is expected to purchase additional shares in VN OpCo in this manner from time to time after completion of this offering. See “Our Corporate Structure—Cooperation Agreement

with VN HoldCo.”

(4) The charter of VN HoldCo provides that (except with respect to a minimal number of shares held by designated individuals to permit joint stock company status under Vietnamese law, or “qualifying shares”) shares in VN HoldCo may be held only by Vietnamese nationals who are both (x) “officers” (as defined in Rule 16a-1 under the Exchange Act) of VN OpCo (or any of its direct or indirect parent companies) and (y) holders of ListCo’s Class B ordinary shares. Upon the death, disability or cessation of employment with us of any holder of shares in VN HoldCo (except designated individuals holding qualifying shares), ListCo’s board of directors has the right to designate the person to whom that holder’s shares may be transferred, subject to the approval of holders of no less than 80% of the Class A ordinary shares attending and voting at a quorate meeting.

As of the date of this prospectus, our founder holds all of the shares of VN HoldCo (other than the qualifying shares). Our founder and any future holder of shares in VN HoldCo (other than the qualifying shares) will mortgage his shares in VN HoldCo in favor of ListCo to secure VN HoldCo’s performance of its obligations under the Cooperation Agreement and related undertakings. See “Our Corporate Structure—Description of Governance at VN OpCo and VN HoldCo—VN HoldCo.”

(5) Vietnamese law prohibits Vietnamese persons from making outbound investments without prior approval from the Vietnamese government, and we believe that ownership of the Class A ordinary shares by Vietnamese persons would require such approval (i.e., because they carry economic rights, unlike ListCo’s Class B ordinary shares, which carry only voting rights, require no consideration or payment and have no economic rights, and accordingly we believe would not be considered an investment for purposes of Vietnamese law). As such, many of our key employees,

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including our founder, co-founder and some of our earliest shareholders, are unable to hold Class A ordinary shares and will continue to hold ordinary shares in VN OpCo at the completion of this offering. As of the date of this prospectus, Vietnamese persons, including our founder, co-founder and other Vietnamese employees, hold a 29.7% direct equity interest in VN OpCo. Moreover, we expect VN OpCo to continue granting its ordinary shares to our Vietnamese employees, directors and consultants from time to time in the form of equity incentives. See “Management—Compensation—Equity Incentive Plans.” At the discretion of our board of directors and subject to certain limitations, we expect (by ListCo acting through VN HoldCo, pursuant to the terms of the Cooperation Agreement) to make offers to purchase ordinary shares in VN OpCo from time to time. See “Our Corporate Structure—Onshore to Offshore and Cash Conversions.”

(6) We refer to these subsidiaries as our “Vietnamese Subsidiaries.” Substantially concurrently with the completion of this offering, VN OpCo will acquire the non-controlling interest in its subsidiary Zion Joint Stock Company (“Zion”), the entity engaged in ZaloPay, our Fintech business. See “Our Corporate Structure—The Reorganization—Elimination of Minority Interest in Fintech.”

(7) Substantially concurrently with the completion of this offering, the non-Vietnamese direct and indirect subsidiaries of VN OpCo will become subsidiaries of ListCo, without intermediate Vietnamese holding companies. We refer to these subsidiaries as our “Non-Vietnamese Subsidiaries.” Our Non-Vietnamese Subsidiaries represented 20.7% of our total revenues of VND7,522.2 billion (US$316.1 million) for 2022 and 22.0% of our total revenues of VND3,957.7 billion (US$166.3 million) for the six months ended June 30, 2023 and these subsidiaries represented 14.4% of our total assets of VND9,149.0 billion (US$384.4 million) as of June 30, 2023. No consideration is being paid or required to be paid to the Vietnamese shareholders of VN OpCo in connection with the transfer of the Non-Vietnamese Subsidiaries. These shareholders, however, are expected to be able to realize returns on their investment in VN OpCo at a valuation that is based upon the market value of the Class A ordinary shares through the conversion provisions of the Cooperation Agreement. See “Our Corporate Structure—Onshore to Offshore and Cash Conversions.”

Cash Management within Our Combined Business

As a holding company with no independent means of generating revenue, ListCo will be dependent on retaining a portion of the proceeds from this offering and dividends or other distributions from its consolidated entities to pay its expenses, including expenses related to operations and obligations under the Cooperation Agreement.

Following the completion of this offering and the Reorganization, ListCo is expected to have access to operating cash flows from our Non-Vietnamese Subsidiaries. Our Non-Vietnamese Subsidiaries represented 20.7% of our total revenues of VND7,522.2 billion (US$316.1 million) for 2022 and 22.0% of our total revenues of VND3,957.7 billion (US$166.3 million) for the six months ended June 30, 2023, and they represented 14.4% of our total assets of VND9,149.0 billion (US$384.4 million) as of June 30, 2023. We believe that any retained earnings at these subsidiaries could be transferred, paid as a dividend or otherwise distributed to ListCo in the ordinary course. We also believe that these offshore cash flows and asset base will allow ListCo to access debt financing in the ordinary course.

Vietnam has historically imposed exchange control mechanisms designed to limit foreign currency outflows, generally requiring the use of Vietnamese Dong in domestic transactions and attempting to channel foreign currencies into its banking system. Based on our current expectations of our future capital requirements, we do not believe that our ability to fund our operations onshore or offshore will be materially hindered by these exchange control mechanisms, but they are nevertheless an impediment on our ability to transfer cash freely from VN OpCo and its subsidiaries in Vietnam to

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ListCo or otherwise outside Vietnam. ListCo’s board of directors has considered whether the adoption of formal cash management policies and procedures is necessary in the context of our corporate structure upon completion of this offering and the Reorganization and concluded that, in light of the funding mechanisms available to our overall business (as discussed in “Management’s Discussion and Analysis of Results of Operations—Liquidity and Capital Resources”), such policies and procedures are not required at this time. Instead, management will monitor, manage and forecast cashflows for our onshore and offshore operations on a monthly basis to seek to ensure that any funding requirements can be met in a cost-effective manner for our business as a whole.

Should our onshore funding needs be greater than our available capital resources onshore, under existing law ListCo would be permitted to fund short-term shareholder loans (those with a term of less than 12 months) to VN OpCo in the ordinary course and subject only to the requisite corporate approvals and any relevant requirements under the foreign borrowing and repayment regulations of Vietnam, including any regular reporting requirement. ListCo could also inject funds into our onshore operations via pro rata subscription of pre-emptive rights for additional ordinary shares at VN OpCo. Should our offshore funding needs be greater than our available capital resources offshore, we could seek financing via the issuance of additional Class A ordinary shares or, alternatively, in the form of dividend payments from ListCo’s non-Vietnamese subsidiaries.

To date there have been no transfers or payments between ListCo, on the one hand, and VN HoldCo, VN OpCo or any other entity in Vietnam, on the other hand, other than the cash payment by VN HoldCo to ListCo to acquire 3,483,048 ordinary shares in VN OpCo after the cancellation of the VN OpCo’s treasury shares. Additional payments and transfers will be consummated upon completion of this offering and the Reorganization, and in the ordinary course thereafter. See “Our Corporate Structure—The Reorganization,” “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Future Capital Requirements.”

We currently intend to retain all available funds and any future earnings for use in the operation of our business, and therefore we do not currently expect to pay any cash dividends on the Class A ordinary shares in ListCo. See “Dividend Policy.”

Regulatory Summary

Under Vietnamese law and the laws of the other jurisdictions in which we operate, we are required to obtain and maintain general business licenses as well as licenses specific to each of our business segments. We expect that as we continue to grow and the online regulatory regime in the markets in which we operate continues to mature, we will be required to obtain additional licenses. Below is a brief summary of certain regulations applicable to our business segments:

• Games. We are required to obtain and maintain licenses on a per game basis from the Vietnamese authorities certifying the appropriateness of a game’s content. We are also required to obtain general licenses giving us the ability to host and provide online game services as well as take payment from users and store balances of in-game virtual currencies. See “Regulatory Environment—Vietnam—Games.”

• Communications and Media. We are required to obtain and maintain licenses relating to hosting and operating social media and networks, licenses to publish news articles and stream media content as well as abide by certain restrictions and guidelines with respect to how we present advertisements. See “Regulatory Environment—Vietnam—Internet Services and Online Information.”

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• Fintech. The financial services industry is heavily regulated and while we are not a bank we are required to obtain and maintain various licenses to operate ZaloPay, including licenses to operate an electronic payment gateway, to maintain digital wallets on behalf of users and to maintain an intermediary payment services permit. Prior to further expanding our Fintech business to provide additional financial services, such as consumer lending or insurance, or entering additional markets, we may need to obtain additional licenses and permits.

• Long-Term Opportunities. The business unit consists of multiple projects, some of which are not heavily regulated. As the Decree of Personal Data Protection took effect on July 1, 2023, we expect additional licensing and reporting obligations to become applicable to the projects in our Long-Term Opportunities business.

See “Regulatory Environment—Vietnam” for further information.”

Corporate Information

Our principal executive offices are located at Lot Z06, Street 13, Tan Thuan Dong Ward, District 7, Ho Chi Minh City, Vietnam. Our telephone number at this address is +84 28 3962 3888. Our registered office in the Cayman Islands is located at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive offices set forth above.

Our main website is vng.com.vn. The information contained on this website is not a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY, 10168.

Implications of Being a “Controlled Company”

Upon the completion of this offering and giving effect to the Reorganization, our founder and our co-founder will collectively hold 51% of the total voting power of our outstanding shares. Pursuant to a joint voting agreement, which is filed as Exhibit 10.15 to the registration statement of which this prospectus is a part, our founder and our co-founder have agreed to act as a group (within the meaning of section 13(d)(3) of the Exchange Act) with respect to the voting power of the Class B ordinary shares they hold. We will accordingly be a “controlled company” within the meaning of the Nasdaq listing rules and therefore we are eligible for, and we intend to rely on, certain exemptions from the corporate governance listing requirements of Nasdaq.

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue for the last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise generally not applicable to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) related to the assessment of the effectiveness of the emerging growth company’s internal control over financial reporting.

We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we

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have, during the previous three year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of the ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, we are permitted to follow the corporate governance practices of our home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. Even after we no longer qualify as an emerging growth company, so long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

• 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 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, or current reports on Form 8-K, upon the occurrence of specified significant events.

Foreign private issuers and emerging growth companies are both exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of Nasdaq. We also intend to furnish press releases relating to financial results and material events to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to 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.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance requirements of Nasdaq. As a result, you may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to the Nasdaq corporate governance rules. Following this offering we will not have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. We intend to continue to follow our home country’s corporate governance practices as long as we remain a foreign private issuer.

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The Offering

Issuer VNG Limited (or “ListCo”), an exempted company incorporated under the laws of the Cayman Islands, is a Cayman Islands holding company with no material operations of its own (either prior to or after the completion of the Reorganization). Investors purchasing Class A ordinary shares in ListCo are purchasing equity interests in a Cayman Islands holding company and are not purchasing equity interests in VN OpCo or any other operating company in Vietnam or elsewhere.

Class A ordinary shares offered 21,687,082 Class A ordinary shares in ListCo.

Offering price range We currently anticipate that the initial public offering price will be between US$             and US$             per Class A ordinary share.

Over-allotment option The selling shareholder has granted to the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to                 Class A ordinary shares, for the purpose of covering over-allotments.

Share capital before the offering As of the date of this prospectus, ListCo’s authorized share capital is US$50,000.00, divided into 49,000,000,000 Class A ordinary shares with a nominal or par value of US$0.000001 each and 1,000,000,000 Class B ordinary shares with a nominal or par value of US$0.000001 each.

Class A ordinary shares to be issued substantially concurrently with the completion of this offering in connection with the Reorganization (being the aggregate of the Class A ordinary shares to be issued in such number and to such persons as is described in “Our Corporate Structure—The Reorganization”) 23,137,204 Class A ordinary shares.

Class A ordinary shares outstanding immediately after this offering and the Reorganization 137,408,072 Class A ordinary shares.

Class B ordinary shares outstanding immediately after this offering and the Reorganization 14,301,657 Class B ordinary shares, 88.2% of which will be owned by our founder and 11.8% of which will be owned by our co-founder.

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Voting and conversion rights of Class A ordinary shares and Class B ordinary shares Except as set out below, holders of Class A ordinary shares and Class B ordinary shares will, at all times, vote together as one class on all matters presented to our shareholders. Each Class A ordinary share will be entitled to one vote on all matters subject to the vote of Class A ordinary shareholders, and each Class B ordinary share will be entitled to ten votes on all matters subject to the vote of Class B ordinary shareholders.

A holder of Class A ordinary shares holding no less than 25% of the votes attaching to the issued Class A ordinary shares in aggregate (either directly or together with its “affiliates,” as such term is defined in Rule 405 under the Securities Act) will be entitled by notice in writing to our board of directors to nominate for appointment and/or removal one director (or two directors if our board of directors comprises seven or more members), who will be duly appointed and/or removed from the board of directors by the remaining members of our board of directors then in office. Holders of Class A ordinary shares will not be entitled to nominate, appoint and/or vote upon the election or removal of any other director. Holders of Class B ordinary shares will be entitled to vote upon the election and/or removal of all directors except for the director nominated for appointment and/or removal by the holders of Class A ordinary shares.

Class A ordinary shares are not convertible into Class B ordinary shares and Class B ordinary shares are not convertible into Class A ordinary shares.

Additional protections for holders of Class A ordinary shares Certain matters require unanimous approval by the directors of ListCo present at a quorate meeting with at least one Class A director present (or, if one or more board members object, then the decision is put to a vote requiring approval by a majority that must include at least one Class A director). These matters include certain issuances of Class A ordinary shares and certain matters involving ListCo’s significant subsidiaries (including VN OpCo and, for these

29

purposes, VN HoldCo). For further details, see “Description of Share Capital—Certain Matters Requiring Special Board Approval.”

Voting power in ListCo held by purchasers in this offering, after giving effect to this offering and the Reorganization 7.7% (or         %, if the underwriters exercise their over-allotment option in full).

Voting power in ListCo held by the Original Foreign Investors, after giving effect to this offering and the Reorganization 41.3% (or         %, if the underwriters exercise their over-allotment option in full).

Voting power in ListCo held by all holders of Class A ordinary shares, after giving effect to this offering and the Reorganization 49%.

Voting power in ListCo held by all holders of Class B ordinary shares, after giving effect to this offering and the Reorganization 51%.

Use of proceeds We estimate that the net proceeds to us from this offering will be approximately US$             million, assuming an initial public offering price of US$             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds to us from this offering as follows:

• approximately US$             million to make a payment in Vietnamese Dong to the Original Foreign Investors who were direct shareholders of VN OpCo. Subject to exchange rate risk, we expect this payment to be financially neutral because its recipients are required to pay us an equivalent amount in U.S. dollars within 20 business days, subject to forfeiture of the relevant Class A ordinary shares in the event of non-payment. This funds flow is required to comply with Vietnamese foreign investment requirements and capital controls. See “Our Corporate Structure—The Reorganization—ListCo’s Acquisition of 47.6% Direct Equity Interest in VN OpCo;”

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• approximately US$             million to repay the outstanding borrowings under the Citi Loan, in the manner described in “Our Corporate Structure—The Reorganization—Citi Loan;”

• approximately US$             million to donate to the Dream Maker Foundation (the “VNG Foundation”), a charitable foundation established by us to support education and healthcare programs for communities in need in Vietnam. See “Corporate Social Responsibility” for further information;

• approximately US$             to fund existing capital calls on our passive limited partner interest in 01Fintech LP, a Cayman Islands fund that primarily invests in fintech companies throughout Asia. The investment is conditioned upon the completion of this offering; and

• the remainder for our general corporate purposes, at the broad discretion of our management.

If the underwriters exercise their over-allotment option, we will not receive any proceeds from the sale of the Class A ordinary shares by the selling shareholder.

See “Use of Proceeds” for additional information.

Lock-ups and other restrictions ListCo and the directors and executive officers of ListCo and the Original Foreign Investors have agreed with the underwriters not to sell, transfer or dispose of any Class A ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See “Class A Ordinary Shares Eligible for Future Sales” and “Underwriting (Conflicts of Interest).”

In addition, the holders of ordinary shares in VN OpCo who are directors, executive officers or employees of VN OpCo have agreed not to sell, transfer or dispose of any ordinary shares in VN OpCo or similar securities for a period of 180 days after the date of this prospectus.

ListCo will not facilitate cash conversions for holders of ordinary shares in VN OpCo in the manner described in “Our Corporate Structure—Onshore to Offshore and Cash Conversion” until,

31

at the earliest, the first quarter after expiration of the period of 180 days after the date of this prospectus.

Conflicts of interest Because an affiliate of Citigroup Global Markets Inc., an underwriter of this offering, will receive 5% or more of the net proceeds of this offering in connection with the repayment of the Citi Loan, Citigroup Global Markets Inc. is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). See “Use of Proceeds.” This rule requires, among other things, that a “qualified independent underwriter” has participated in the preparation of, and has exercised the usual standards of “due diligence” with respect to, the registration statement. Morgan Stanley & Co. LLC has agreed to act as qualified independent underwriter for this offering. Pursuant to FINRA Rule 5121, Citigroup Global Markets Inc. will not confirm sales of the shares to any account over which it exercises discretionary authority without the prior written approval of the customer. See “Underwriting (Conflicts of Interest).”

Listing We have applied to have the Class A ordinary shares listed on Nasdaq under the symbol “VNG.” The Class A ordinary shares will not be listed on any other stock exchange or traded on any automated quotation system.

Controlled company Following this offering and the Reorganization, ListCo will be a “controlled company” within the meaning of the Nasdaq listing rules. See “Principal Shareholders.”

Cayman Islands exempted company with limited liability ListCo is a Cayman Islands exempted company with limited liability. The rights of shareholders and the responsibilities of members of ListCo’s board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (1) duty to act in good faith in

32

what the director or officer believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) directors should not properly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. In comparison, under the Delaware General Corporation Law, a director of a Delaware corporation owes fiduciary duties to the corporation and its stockholders comprised of the duty of care and the duty of loyalty. Such duties prohibit self-dealing by a director and mandate that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. See “Description of Share Capital—Certain Cayman Islands Company Considerations—Differences in Corporate Law.”

Dividend policy ListCo does not currently expect to pay any cash dividends on the Class A ordinary shares. The Class B ordinary shares in ListCo are not eligible to receive dividends and distributions (including upon liquidation). Any future determination to pay dividends will be at the discretion of ListCo’s board of directors and will depend upon our results of operations and financial condition. See “Dividend Policy.”

Payment and settlement The underwriters expect to deliver the Class A ordinary shares in ListCo against payment therefor on                     , 2023.

Risk Factors Investing in the Class A ordinary shares in ListCo involves a high degree of risk. See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in the Class A ordinary shares.

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the over-allotment option granted to the underwriters for up to                  additional Class A ordinary shares in connection with the offering.

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Summary Historical and Pro Forma Consolidated Financial and Other Data

We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. Preparing these financial statements in conformity with IFRS as issued by the IASB requires the use of certain critical accounting estimates and requires us to exercise judgments in the process of applying our accounting policies. We evaluate our estimates and judgments on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual experience may differ from these estimates.

The following tables present the summary historical and other data for VN OpCo and its subsidiaries for the periods and dates indicated. VN OpCo is the predecessor of ListCo for financial reporting purposes. ListCo and its subsidiaries (including VN OpCo and VN HoldCo) will be the successor for financial reporting purposes following completion of this offering and the Reorganization. The summary consolidated statements as of and for the fiscal years ended December 31, 2020, 2021 and 2022 were derived from the audited consolidated financial statements of VN OpCo included elsewhere in this prospectus. The summary consolidated statements as of and for the six months ended June 30, 2022 and 2023 were derived from the unaudited interim condensed consolidated financial statements of VN OpCo included elsewhere in this prospectus. The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The following summary consolidated financial and other data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes included elsewhere in this prospectus.

The summary unaudited pro forma consolidated financial data of ListCo presented below has been derived from our unaudited pro forma consolidated financial information included elsewhere in this prospectus. The summary unaudited pro forma consolidated statement of profit and loss for the year ended December 31, 2022 and for the six months ended June 30, 2023 gives effect to the transactions described under The Reorganization, and this offering and the use of proceeds from this offering, as if each had been completed as of January 1, 2022. The summary unaudited pro forma consolidated statement of financial position as of June 30, 2023 gives effect to the transactions described under the Reorganization, and this offering and the use of proceeds from this offering, as if each had been completed June 30, 2023. The unaudited pro forma consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and the other transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial information.

The summary consolidated financial data of ListCo has not been presented as it is a newly incorporated entity that, other than as described in “Our Corporate Structure,” has no business transactions or activities to date and has no assets or liabilities during the periods presented in this prospectus.

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Summary Consolidated Statement of Profit or Loss and Other Comprehensive Income Data

	Historical VN OpCo																					Pro Forma Consolidated ListCo
	Fiscal Year ended December 31,												Six months ended June 30,									Fiscal Year ended December 31,		Six months ended June 30,
	2020			2021			2022						2022			2023						2022		2023
	VND			VND			VND			US$			VND			VND			US$			VND	US$	VND	US$
	(VND in millions)
Revenues from contracts with customers
Games		4,831,468.9			6,381,723.9			6,018,208.9			252,865,919			3,103,753.1			3,232,535.9			135,820,837
Communications and Media		1,045,424.6			1,233,539.8			1,606,899.0			67,516,763			773,760.6			593,941.0			24,955,506
Fintech(1)		(112,465.4	)		(395,130.2	)		(389,262.8	)		(16,355,582	)		(180,376.3	)		(8,282.3	)		(347,996	)
Long-Term Opportunities		72,763.2			154,821.1			286,397.6			12,033,512			110,050.7			139,545.5			5,863,257
Revenues		5,837,191.2			7,374,954.6			7,522,242.6			316,060,613			3,807,188.1			3,957,740.2			166,291,604
Cost of revenues		(3,866,704.7	)		(4,664,462.7	)		(4,878,092.8	)		(204,961,883	)		(2,287,906.7	)		(2,288,311.4	)		(96,147,539	)
Gross profit		1,970,486.5			2,710,491.9			2,644,149.8			111,098,730			1,519,281.4			1,669,428.7			70,144,065
Other operating income		29,740.9			71,549.9			127,022.3			5,337,070			44,965.7			37,325.5			1,568,298
Selling and distribution costs		(1,445,051.0	)		(1,893,508.5	)		(2,195,839.5	)		(92,262,163	)		(1,076,481.9	)		(984,415.9	)		(41,362,012	)
Administrative expenses		(1,247,067.2	)		(1,432,232.1	)		(2,277,582.3	)		(95,696,736	)		(805,022.2	)		(932,617.0	)		(39,185,587	)
Other operating expenses		(31,592.1	)		(41,121.9	)		(32,403.2	)		(1,361,479	)		(12,037.0	)		(41,606.8	)		(1,748,185	)
Gain or loss on financial assets measured at fair value through profit or loss		5,639.5			15,570.2			(53,356.8	)		(2,241,881	)		(5,494.9	)		(93,747.1	)		(3,938,952	)
Operating loss		(717,843.4	)		(569,250.6	)		(1,788,009.7	)		(75,126,458	)		(334,788.9	)		(345,632.4	)		(14,522,373	)
Finance income		222,783.9			172,295.8			91,663.3			3,851,401			62,334.5			14,243.1			598,448
Finance costs		(15,915.1	)		(15,959.3	)		(15,301.8	)		(642,934	)		(4,481.8	)		(46,042.1	)		(1,934,544	)
Share of loss of associates		(6,140.6	)		(11,046.2	)		(187,612.8	)		(7,882,891	)		(57,912.4	)		(236,899.9	)		(9,953,776	)
Loss before tax		(517,115.1	)		(423,960.3	)		(1,899,261.0	)		(79,800,881	)		(334,848.5	)		(614,331.4	)		(25,812,245	)
Income tax expense		(133,497.5	)		(308,315.1	)		(164,504.6	)		(6,911,959	)		(56,530.2	)		(37,369.6	)		(1,570,151	)
Loss for the period		(650,612.6	)		(732,275.4	)		(2,063,765.6	)		(86,712,840	)		(391,378.7	)		(651,701.0	)		(27,382,396	)

Note:

(1) Our Fintech revenue is reported net of incentives, so if incentives given to customers and users exceed Fintech’s commission and fees received (which represent Fintech’s gross revenue), it can result in us reporting negative Fintech revenue.

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Summary Consolidated Statement of Financial Position Data

	Historical VN OpCo												Pro Forma Consolidated ListCo
	As of December 31,								As of June 30,				As of June 30,
	2020		2021		2022				2023				2023
	VND		VND		VND		US$		VND		US$		VND	US$
	(VND in millions)
Cash and cash equivalents:		2,166,178.8		1,882,309.1		1,281,358.1		53,838,574		2,294,653.8		96,414,024
Assets:
Total non-current assets		2,073,987.3		2,598,147.2		4,104,274.8		172,448,521		4,162,705.0		174,903,569
Total current assets		5,786,524.5		6,491,330.6		4,698,636.6		197,421,705		4,986,305.0		209,508,613
Total Assets		7,860,511.8		9,089,477.8		8,802,911.4		369,870,225		9,149,009.9		384,412,182
Equity and Liabilities:
Total equity		4,714,924.6		4,735,824.0		2,394,852.1		100,624,039		1,995,794.0		83,856,890
Total non-current liabilities		191,705.8		513,900.5		674,287.6		28,331,412		968,933.4		40,711,488
Total current liabilities		2,953,881.3		3,839,753.3		5,733,771.6		240,914,775		6,184,282.5		259,843,804
Total Equity and Liabilities		7,860,511.8		9,089,477.8		8,802,911.4		369,870,225		9,149,009.9		384,412,182

Summary Consolidated Statement of Cash Flows Data

	Historical VN OpCo
	Fiscal Year ended December 31,												Six months ended June 30,
	2020			2021			2022						2022			2023
	VND			VND			VND			US$			VND			VND			US$
	(VND in millions)
Net cash flows from (used in) operating activities		640,087.1			706,354.5			(1,395,711.3	)		(58,643,331	)		(573,098.1	)		553,873.5			23,271,996
Net cash flows (used in) from investing activities		(293,424.9	)		(1,406,505.6	)		87,282.1			3,667,316			46,724.0			(269,955.6	)		(11,342,671	)
Net cash flows from financing activities		217,146.9			416,298.6			704,650.0			29,607,142			64,237.5			729,500.1			30,651,263
Cash and cash equivalents at the end of the period		2,166,178.8			1,882,309.1			1,281,358.1			53,838,574			1,419,855.5			2,294,653.8			96,414,024

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Other Non-IFRS Financial and Operating Data

	Fiscal Year ended December 31,												Six months ended June 30,
	2020			2021			2022						2022			2023
	VND			VND			VND			US$			VND			VND			US$
	(VND in millions)
Financial Measures:
Segment Adjusted EBITDA (non-IFRS)(1)
Games		1,455,024.7			1,976,439.8			1,482,677.5			62,297,374			933,877.7			955,551.1			40,149,206
Communications and Media		171,701.3			222,636.5			435,125.6			18,282,588			255,223.2			(10,499.8	)		(441,168	)
Fintech		(787,244.4	)		(1,418,552.3	)		(1,622,121.1	)		(68,156,349	)		(786,018.2	)		(440,628.3	)		(18,513,795	)
Long-Term Opportunities		49,328.4			12,974.8			21,865.0			918,697			(6,367.2	)		7,788.6			327,251
Total Segment Adjusted EBITDA (non-IFRS)(2),(5)		888,810.1			793,498.8			317,547.0			13,342,311			396,715.4			512,211.6			21,521,494
Corporate costs(3)		(132,508.3	)		(397,136.4	)		(457,037.7	)		(19,203,265	)		(196,101.6	)		(237,007.5	)		(9,958,300	)
Adjusted EBITDA (non-IFRS)(4),(5)		756,301.8			396,362.4			(139,490.7	)		(5,860,954	)		200,613.8			275,204.0			11,563,194

Notes:

(1) We define Segment Adjusted EBITDA as segment operating profit or loss excluding depreciation and amortization, impairment loss recognized in profit or loss and share-based payment expenses, and excludes corporate costs. Segment Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics and Non-IFRS Financial Measures—Non-IFRS Financial Measures” for information about why we consider Segment Adjusted EBITDA useful and a discussion of the material limitations of this measure, and a reconciliation of Segment Adjusted EBITDA to segment operating profit or loss, the most directly comparable financial measure prepared in accordance with IFRS.

(2) Total Segment Adjusted EBITDA represents the sum of Segment Adjusted EBITDA of our four business segments, excluding in each case corporate costs. Total Segment Adjusted EBITDA is a non-IFRS financial measure presented as a supplemental measure of our performance and should not be considered as an alternative to loss for the period or any other measure of financial performance calculated and presented in accordance with IFRS. Total Segment Adjusted EBITDA is a useful indicator of the economics of our segments, as it does not include corporate costs.

(3) Corporate costs are costs that are not attributed to any of the business segments, including certain general and administrative expenses, marketing expenses and expenses in connection with support and development of the internal technology infrastructure. These general and administrative expenses also include certain shared costs such as finance, accounting, tax, human resources and legal costs. Corporate costs represent corporate and other unallocated expenses excluding depreciation and amortization, impairment loss and share-based payment expenses.

(4) We define Adjusted EBITDA as loss for the period excluding finance income, finance costs, depreciation and amortization, income tax expense, share of loss of associates, impairment loss recognized in profit or loss and share-based payment expenses. Adjusted EBITDA is a non-IFRS financial measure presented as a supplemental measure of our performance and should not be considered as an alternative to loss for the period or any other measure of financial performance calculated and presented in accordance with IFRS. Adjusted EBITDA is presented because it is a key metric used by our management to assess financial performance. Management believes Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate directly to the performance of the underlying business.

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(5) The following table sets forth a reconciliation of loss for the period to Adjusted EBITDA and Total Segment Adjusted EBITDA.

	Fiscal Year ended December 31,												Six months ended June 30,
	2020			2021			2022						2022			2023
	VND			VND			VND			US$			VND			VND			US$
	(VND in millions)
Loss for the period		(650,612.6	)		(732,275.4	)		(2,063,765.6	)		(86,712,840	)		(391,378.7	)		(651,701.0	)		(27,382,396	)
Income tax expense		133,497.5			308,315.1			164,504.6			6,911,959			56,530.2			37,369.6			1,570,151
Finance income		(222,783.9	)		(172,295.8	)		(91,663.3	)		(3,851,401	)		(62,334.5	)		(14,243.1	)		(598,448	)
Finance costs		15,915.1			15,959.3			15,301.8			642,934			4,481.8			46,042.1			1,934,544
Depreciation and amortization		480,143.9			412,422.4			418,699.4			17,592,413			195,622.6			222,873.3			9,364,425
Impairment loss recognized in profit or loss		293,979.9			71,978.3			358,546.0			15,064,958			55,217.9			134,375.4			5,646,025
Share of loss of associates		6,140.6			11,046.2			187,612.8			7,882,891			57,912.4			236,899.9			9,953,776
Share-based payment expenses		700,021.4			481,212.2			871,273.6			36,608,133			284,562.1			263,587.8			11,075,117
Adjusted EBITDA		756,301.8			396,362.4			(139,490.7	)		(5,860,954	)		200,613.8			275,204.0			11,563,194
Corporate costs		132,508.3			397,136.4			457,037.7			19,203,265			196,101.6			237,007.5			9,958,300
Total Segment Adjusted EBITDA		888,810.1			793,498.8			317,547.0			13,342,311			396,715.4			512,211.6			21,521,494

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RISK FACTORS

This offering and an investment in the Class A ordinary shares of ListCo involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment decision regarding the Class A ordinary shares. The risks described below are those that we currently believe may harm our business or the trading price of the Class A ordinary shares. In general, investing in the securities of issuers whose operations are located in emerging market countries such as Vietnam involves a higher degree of risk than investing in the securities of U.S. companies and companies located in other countries with more developed capital markets.

If any of the risks discussed in this prospectus actually occur, alone or together with additional risks and uncertainties that we are not currently aware of or do not currently deem material, our business, financial condition, results of operations and prospects may be seriously harmed. If this were to occur, the value of the Class A ordinary shares may decline and you may lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this prospectus, including our financial statements and the related notes thereto. You should also carefully review the cautionary statements referred to under “Special Note Regarding Forward-Looking Statements.” Our actual results could be materially lower than those anticipated in this prospectus.

Risks Related to Our Business and Operations

Our business is subject to rapid technological change, shifting user preferences and new products and services being frequently released, which intensifies competitive pressures on us.

Our business is characterized by rapid advancements in technology, changing preferences and rival products being released to cater to such changes. Our products and services may become less competitive or obsolete if we are not able to anticipate evolving consumer preferences and update our products accordingly. The continuation of our business is dependent upon our ability to anticipate and respond to emerging user preferences and market trends by ensuring timely development of new, as well as enhancements to the quality and user experience of existing, products and services. In order to respond to changes in market preferences and demands we have had to, and expect to continue to, be required to rapidly develop and introduce new products and services, including in areas where we have little or no prior development or operating experience.

Constant innovation, particularly in areas in which we have limited experience, requires significant time and financial investment, and we cannot assure you that we will be successful despite the operational and financial resources expended. Further, some of our initiatives may not generate revenue but may be necessary in order to enhance our appeal to users, advertisers or business partners. New products and services may bring us into contact, directly or indirectly, with entities that are not within our traditional customer or supplier base, or result in competition with existing business partners, or expose us to new risks, including additional regulatory scrutiny or regulations. We cannot guarantee you that we will be able to release products and services that are commercially viable or widely accepted, either on time or at all, or that we will be successful in innovating as required in our industry. Our inability to do so could materially and adversely impact on our growth and results of operations.

We derive a significant portion of our revenue from Games and a relatively small number of games generate such revenue, resulting in our business being dependent upon the continuing success of Games.

A significant portion of our revenue is generated from our Games business. In 2020, 2021 and 2022, Games contributed 82.8%, 86.5% and 80.0% of our revenue, respectively, while in the six months

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ended June 30, 2022 and 2023, Games contributed 81.5% and 81.7% of our revenue, respectively. Of our Games revenue for 2020, 2021 and 2022, 97.7%, 98.1% and 96.5%, respectively, was generated from sales of in-game virtual items in the games we have published, while in the six months ended June 30, 2022 and 2023, 99.6% and 97.4%, respectively, of our revenue was generated from sales of in-game virtual items. We also have revenue concentration within our top games. Our top five game titles (counting our ZingPlay library as a single game title) contributed 54.1%, 56.9% and 49.0% of our Games revenue in 2020, 2021 and 2022, respectively, while our top five game titles contributed 53.9% and 44.1% of our Games revenue in the six months ended June 30, 2022 and 2023, respectively. In 2022, our Games revenue decreased due to a decrease in user numbers and monetization in our Games business, driven by COVID-19 related restrictions being lifted in our markets, among other factors. Any continued or further stall or decline in the growth of our Games business would materially and adversely affect our business.

For a game to stay popular and maintain high levels of in-game purchases, we (in the case of games we have self-developed) or the third-party game developers (in the case of games we have published), must constantly enhance, expand and upgrade the game with new features, offers and content that players find attractive. Any inability to extend the useful life of one of our top games could lead to a decline in the popularity or playability of the game, which would lead to a corresponding decline in our revenue. See “—We may be unable to extend the life of existing games through development of new features or functionality.”

While we expect that our Communications and Media platforms and ZaloPay will grow and contribute a larger proportion of our revenue in the future, we expect to continue to rely on Games for a significant portion of our revenue and future success. If we are unable to develop, or in the case of games we publish, identify, source and launch, new game titles that gain widespread popularity and generate significant revenue, we would remain dependent on the success of a relatively small number of game titles. We cannot assure you that current top titles will remain popular despite our efforts to extend their useful life. If that happens, our game players may seek entertainment elsewhere, which could materially and adversely affect our business and our ability to continue operating as a going concern.

We rely upon third-party game developers.

We license a majority of the games that are our largest contributors by revenue from third-party game developers, such as PUBG Mobile, developed by Tencent and JX1M, licensed from a Kingsoft affiliate. In 2020, 2021 and 2022, games from our top two third-party game developers, affiliates of Tencent and Kingsoft, contributed 30.6%, 40.7% and 29.4% of our revenue, respectively, while in the six months ended June 30, 2022 and 2023, games from our top two third-party game developers contributed 34.3% and 27.0% of our revenue, respectively. The developers of these games frequently develop sequels, resulting in the preceding game declining in popularity, and we may not be selected to publish the sequel. If we are unable to maintain good relations with the third-party game developers from which we license and publish games, or if any of these third-party game developers establish similar or more favorable relationships with our competitors, we may lose the right to publish key games in Vietnam, Southeast Asia and our other target markets, which could harm our gaming business and financial condition.

Our ability to continue licensing and publishing new games is heavily dependent upon our commercial relationships with third-party game developers and their perception of our competitive advantages versus other players in the market. The loss of any of our key relationships could result in the loss of our ability to publish certain games. We cannot assure you that we will be able to maintain our current relationships or that we will be able to form new relationships with third-party game developers as and when we need to. Even if we maintain our relationship with third-party game

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developers, they may choose to work with our competitors to publish a new game in any of the markets in which we compete, particularly if our competitors are viewed as having better market knowledge, a larger user base or a larger geographic spread in which they can distribute a game.

To secure the rights to games from third-party game developers we may be required to make an up-front payment to secure the rights to the game, pay royalties for the game over the term of the license, make minimum marketing expenditure commitments and provide third-party game developers with gameplay statistics. Some of these commitments are capital intensive and incurred upon signing the licensing agreement, which can be between three and 12 months before the launch of the game and in advance of knowing whether the game will be successful in our market or will generate sufficient revenue to enable us to recoup our costs associated with publishing it. If we license a game that is not as successful as anticipated, or if we commit to capital expenditures that exceed the revenue we generate from the game, we could incur substantial losses and not recoup our investment in the game. Our game licensing agreements, including those with Kingsoft and Tencent contain the license term and renewal periods. They also typically contain terms that require us to: localize games and obtain government approval; develop websites supporting the game; host servers from which the game can be played; seek the licensor’s approval before launching marketing campaigns; protect the intellectual property of the licensor, including through working with the licensor in enforcing claims; indemnify the licensor against any third-party claims brought against it as a result of us operating a game; and provide customer support 24 hours a day, seven days a week. Further, third-party game developers may terminate our agreements prior to their expiration if we do not comply with the terms and conditions of the license agreement, if we fail to remedy any such non-compliance or for other reasons out of our control. Moreover, third-party game developers may choose not to renew the license for a particular game once it expires, which can be particularly damaging as it permits the third-party game developer to work with our competitors and may cause us to take a loss on the expenses associated with the initial publishing of the game.

Third-party game developers may take other actions that are detrimental to our business but beyond our control, such as releasing software updates that are poorly received by our users or that have insufficient content to attract new users or maintain current users’ level of engagement. Third-party game developers can also delay releases of anticipated updates or new games in our pipeline. Further, third-party game developers may release updates or introduce games that do not meet the requirements of censorship and regulations laws in Vietnam, Southeast Asia or the other markets in which we publish games, which may result in us needing to pull the game from one or more markets. Any of these actions would cause our Games revenue to be lower than expected and materially and adversely affect our business.

We have a history of operating losses, may incur substantial operating losses in the future and may not achieve and sustain profitability or growth in future periods.

We have incurred losses in the past and had net losses of VND(650.6) billion, VND(732.3) billion and VND(2,063.8) billion (US$(86.7) million) in 2020, 2021 and 2022, respectively, while in the six months ended June 30, 2022 and 2023, we had net losses of VND(391.4) billion and VND(651.7) billion (US$(27.4) million), respectively. We expect to continue to incur additional losses and may not achieve or maintain profitability in the future. We have made significant investments in our business, including our Fintech business, our cloud business and our human resources. While we are increasingly focused on improving our operating efficiency, we expect that our costs and expenses will continue to rise as we continue to develop our business offerings, expand internationally and grow our international and in-house game development capabilities, as well as our payments and cloud businesses. We also anticipate that the costs of acquiring new players and otherwise marketing our games will continue to rise, particularly since advertising costs in our industry have generally been rising. We intend to continue investing in our Fintech business as well as marketing ZaloPay, which will

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continue to negatively impact the profitability of this business segment for the foreseeable future. We may also continue to incur significant costs to acquire rights to third-party intellectual property.

Our efforts to grow our business, while increasing operating efficiency, may prove more difficult than we currently anticipate, and we may not succeed in increasing our revenues sufficiently, or at all, to offset our expenses, or our revenue growth rate may be slower than we expect or may decline for numerous reasons, many of which are beyond our control, including increased competition, slowing demand for our products, a failure by us to capitalize on growth opportunities, Vietnamese and global economic downturns, and the impact of rising inflation or interest rates, among other factors. In addition, our historical growth rate may make it difficult to evaluate our current business and future prospects. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business could be harmed.

Our Fintech segment has used significant incentives to attract customers and users to grow this business and generate demand for its services, and we expect it to continue to do so in the future. These incentives have in the past, and may in the future, exceed the amount of the commissions and fees that our Fintech segment receives for its services. Our Fintech revenue is reported net of incentives, so if incentives given to customers and users exceed Fintech’s commission and fees received (which represent Fintech’s gross revenue), it can result in us reporting negative Fintech revenue. For example, Fintech revenue was VND(112.5) billion, VND(395.1) billion and VND(389.3) billion (US$(16.4) million) in 2020, 2021 and 2022, respectively, while in the six months ended June 30, 2022 and 2023, Fintech revenue was VND(180.4) billion and VND(8.3) billion (US$(0.3) million), respectively. Our ability to achieve profitability in our Fintech business is dependent in part on our ability to reduce the amount of incentives Fintech pays relative to the commissions and fees it receives for its services, while still being able to scale this business successfully.

Any failure to increase our revenue, manage the increase in our operating expenses, continue to raise capital, manage our liquidity or otherwise manage the effects of net liabilities, net losses and net cash outflows, could prevent us from continuing as a going concern or achieving or maintaining profitability. If we are unable to achieve and sustain profitability, or if we are unable to achieve the revenue growth that we expect from these investments, the value of our business and the Class A ordinary shares may significantly decrease.

We are required to continuously develop and/or publish high-quality games in a timely and successful manner.

Our future success depends not only on the popularity of our existing games but also on our ability to frequently and consistently design, acquire, invest in, develop and/or publish high-quality games in a variety of genres that are in line with market trends. It also depends on unpredictable and volatile factors beyond our control, including the availability of appropriate personnel with the requisite experience to develop and/or publish games, consumer preferences and the number of applications they are willing to download and maintain on their devices, availability of competing games and the availability of other forms of entertainment. The development of games can be challenging, requiring a high level of innovation, deep understanding of the game industry in Vietnam, Southeast Asia and other markets in which our games are released and an ability to anticipate and effectively respond to the changing interests and preferences of players in a timely manner. For example, the Southeast Asian gaming market has been characterized by a move away from PC games towards mobile games. As the gaming market continuously evolves, and there are games in an expanding range of formats

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and genres being introduced by us and our competitors, we cannot guarantee that we will be able to effectively compete in the games market on an on-going basis. Further, other developers may quickly develop and release copycat games of our popular games, which may dilute the number of users playing the game we published. Our inability to frequently and consistently develop and/or publish new games that appeal to a broad set of users will materially and adversely impact our user base, business, financial condition and results of operations.

A number of other factors, including technical difficulties or problems arising due to programming errors, or “bugs,” our limited track record in self-developing games for the hardcore gamer market, difficulties in hiring appropriate personnel and securing other resources and failures to obtain, or delays in obtaining, governmental approvals could result in our games being delayed or canceled, which would have an adverse impact on our ability to publish new games and our business more generally.

We face significant competition across our markets and business segments and may fail to compete effectively against current or future competitors.

The markets in which we compete are highly competitive. All of the services we provide have a large number of competitors, some of which are larger than us and may have greater financial, management or operating resources than we do, have broader global or regional recognition and substantially larger user bases, any of which could provide them with significant competitive advantages. Our failure to compete effectively could materially and adversely affect our business, financial condition and results of operations.

Games competes on user base, game library, user experience, brand awareness and reputation, relationships with third-party game developers and access to distribution and payment channels, among other factors. The market for our games is characterized by rapid technological developments, frequent launches of new games and enhancements to current games, changes in player needs and behavior, disruption by innovative entrants, evolving business models and industry standards. We and our game competitors, including some of the third-party game developers for which we publish games, primarily compete for the same users across the markets in which we compete, and in certain markets some of our competitors are more established and have a deeper library of games than we do. In addition, one of our competitors, Garena, has exclusivity and a right of first refusal from Tencent to publish Tencent and Tencent affiliate developed mobile and PC games in Indonesia, Taiwan, Thailand, the Philippines, Malaysia and Singapore. We also compete with other forms of entertainment for the time and discretionary spending of users. Such competition has increased as the COVID-19 pandemic has subsided. We believe our users have reverted to their pre-pandemic entertainment preferences, some of which may be perceived to offer greater variety, affordability, interactivity and overall enjoyment. Should our users continue to reduce the amount of time and money they spend playing our games, our Games business could be materially and adversely affected.

Our Communications and Media business, which includes applications such as Zalo and our media and music streaming and news aggregation applications, competes with services such as Facebook, Spotify, TikTok and Telegram. Some of these players operate globally and have a longer and more successful track record than we do, whereas others, such as SEA, are regional players and offer a similar set of services across multiple markets in Southeast Asia, something which we are presently not able to do. Further, our competitors may have greater access to financial, technological and marketing resources than we do. We compete to attract, engage and retain users based on the variety and value of services on, and convenience in using, our various communications and media platforms. Given the scalability of the platform model, within each market a market leader may be able to achieve the scale and network effect that makes it very difficult for other market players to compete. Given the size of our competitors, and the rapidly evolving preferences of users in Vietnam, we cannot assure you that we will be Vietnam’s leading operator of communications and media platforms.

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Our Fintech business, ZaloPay, faces competition from fintech and other electronic payment system providers, such as Viettel Pay, Momo, ShopeePay and Moca (GrabPay), as well as offline payment options such as the Visa and MasterCard networks and other traditional banking services, including cash. We expect ZaloPay’s competition to intensify as existing and new competitors introduce new services and enhance their existing services in response to user preferences. Further, given ZaloPay is a relatively new entrant to the market, we compete on our ability to on-board merchants to accept ZaloPay and to convince consumers that ZaloPay is a better alternative to whatever services they have historically used. We also face pricing pressures from competitors, some of which may have greater financial resources than we do, and are able to incentivize users to complete transactions with their payment system in exchange for discounts and rebates or to offer lower prices to merchants for similar services by cross-subsidizing their digital payments services with other services they offer. In addition, competing services tied to established banks and other financial institutions may offer greater consumer confidence in the safety and efficiency of their services given their track record and brand recognition.

Parts of our business are at relatively early stages of their growth and we cannot guarantee that we will be able to successfully implement our growth strategy or sustain our growth rate.

We are a fast growing technology company offering products across multiple lines of business, including games, communications and media, fintech and cloud storage. Although our Games business and Communications and Media business have grown rapidly, ZaloPay and VNG Cloud are relatively new and we cannot guarantee they will be able to grow at a comparable rate to that achieved historically by our Games and Zalo businesses. Furthermore, Kiki, which is Zalo’s virtual assistant and similar to Apple’s Siri or Amazon’s Alexa, remains under development. Our ability to successfully execute our growth strategy is critical to our future success.

To implement our growth strategy, we will be required to develop and innovate our product offerings, identify, hire and train personnel across all aspects of our business and scale all of our businesses at the same time, all of which will require significant financial and human resources. Executing our growth strategy may strain management’s resources or divert them from focusing on our future plans, strain our operational and technology systems beyond a point which they can properly function or require us to slow the growth of one of our business lines while we prioritize another. These tensions may be exacerbated by macro-economic conditions or uneven demand for our products. Our history of concurrently operating our business lines is relatively short. In addition, we may be unable to achieve the required level of market acceptance of our new fintech product offerings in order to recoup the investment costs involved in developing and launching such products or to bear the associated risks involved in providing such products.

In addition, we may not achieve expected cross-selling monetization opportunities across our businesses. For example, as more of Games and Communications and Media users complete transactions using our ZaloPay platform, we expect that growth in Games and Communications and Media will accelerate our Fintech business. However, these linkages may not materialize as we expect them to or may not materialize in a cost-effective manner. Further, where we are able to form linkages, if user activity declines in one of our platforms for any reason, it may also drive a decline in other platforms. In addition, changes we may make to meet the needs and interests of certain users may have a negative impact upon other users of ours, which may result in us having to pick and choose among satisfying different groups of our users in order to grow our overall business.

As our businesses expand, our historical results may not be indicative of our future performance and you should consider our future prospects in light of the risks and uncertainties inherent in early stage companies operating in fast evolving, high-tech industries in emerging markets such as Vietnam and Southeast Asia.

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Some of the risks and uncertainties in connection with our growth strategy and growth include:

• the impact of macro-economic conditions, including inflationary pressures and interest rates, and their effect on discretionary consumer spending, which in turn could impact consumer demand for our products and services;

• our ability to upgrade our technology and infrastructure to support increased traffic and expanded offerings of content and services;

• competitive market conditions;

• our ability to expand internationally;

• our ability to anticipate and adapt to changing user preferences;

• increasing awareness of our brands;

• retaining existing users, attracting new users, and increasing user engagement and monetization;

• developing new products and features;

• maintaining and expanding our network of domestic, regional and global partners;

• maintaining adequate control of our expenses;

• attracting and retaining high quality qualified personnel;

• managing relationships with stakeholders and regulators in each of our markets, as well as the impact of existing and evolving regulations;

• determining appropriate investments; and

• managing the challenges associated with the COVID-19 pandemic.

In addition, in order to manage our growth effectively, we must continue to strengthen our existing infrastructure, develop and improve our internal controls, create and improve our reporting systems, and address issues in a timely manner as they arise. These efforts may require substantial financial expenditure, commitments of resources, developments of our processes and other investments and innovations, some of which we may not currently be able to execute given our limited human and capital resources and limited operating history. If we are not able to successfully manage our growth, our business will suffer.

Our inability to successfully execute our growth strategy could negatively impact our future operating performance and cash flow, which in turn could restrict our ability to source high quality human capital and talent, continue to develop and innovate new product offerings, make our operations more efficient and grow our business. We cannot assure you that we will be able to successfully implement or execute our growth strategy, which could materially and adversely affect our business, financial condition and results of operations.

We may fail to monetize our businesses effectively.

Our financial performance is largely dependent on our ability to monetize the businesses we operate. Failure to do so could materially and adversely affect our business, financial condition and results of operations.

Games utilizes a free-to-play business model, meaning that our games are free to download, but contain various opportunities to complete in-game purchases for items, which include consumable items sold to users to alter a character’s attributes, and durable items which are accessible to a user

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over an extended period of time. The purchase of such items constitutes a significant portion of Games’ revenue, and our business more generally. In order to sustain revenue growth for this business we must convert active game players to paying players and then retain such players. Spending in our games is discretionary and our users may be price-sensitive, undermining our ability to monetize. Further, a relatively small portion of players account for a large portion of our gaming revenue. It is crucial for our games to balance creating sufficient in-game monetization opportunities, with continuing to attract a considerable number of users by offering them an enjoyable free-to-play experience. Further, we need to balance our desire to incentivize players to make in-game purchases against the player’s wishes to advance through the game without excessive disruptions, as the failure to do so may result in the game player ceasing to play altogether. To achieve this, our games must be engaging, with appealing in-game items, attractive prices and effective marketing and promotional activities.

Even if our games are widely downloaded, we and/or our third-party game developers may fail to optimize the monetization of our games for a variety of reasons, including users perceiving a game to have poor design or quality, lack of social and community features, gameplay issues such as game unavailability, long load times or an unexpected termination of the game due to technical issues, lack of differentiation from predecessor games or competing competitive games, lack of innovative features that surprise and delight our players, differences in user demographics and purchasing power or our failure to effectively respond and adapt to changing user preferences through game updates.

Zalo and our media and music streaming and news aggregation applications have historically generated substantially all of their revenue from digital advertising. Such advertising includes assisting advertisers with the creation of digital marketing campaigns through Adtima, our creative advertisement agency, as well as by selling advertisement space through Zalo Ads. Our ability to generate advertising revenue is correlated with the size and demographics of our user base, our advertising inventory and ability to grow it, competition with other major and emerging online advertising platforms, macroeconomic conditions—including COVID-19 and its effect on advertisers and consumers within Vietnam—the global economy more generally, and the general level of advertiser spending, among other factors. There is a risk that advertisers may choose to advertise on more established internet portals or search engines, such as Google and Facebook. In addition, our priority of optimizing user experience and satisfaction may limit our ability to significantly grow our advertising revenue. For example, in order to provide our users with an uninterrupted online music entertainment experience we limit the amount and duration of advertisements on Zing MP3, our music streaming service. While we believe this approach will enable us to expand our current user base and strengthen our monetization potential in the long-term, advertisers may view it as being overly accommodating to users and decrease their willingness to advertise on Zing MP3. In June 2022, we began implementing paid service packages for Zalo official accounts operated by businesses. Should we fail to monetize our Communications and Media businesses effectively, we may incur operating losses (or lower profit) from these businesses for the foreseeable future and be unable to add additional services or grow these businesses more generally, either of which would materially and adversely affect our results of operations.

We currently monetize ZaloPay, our Fintech business, primarily by charging commissions to merchants for transactions on the platform. Our ability to successfully monetize our Fintech business in the future will depend significantly on expanding our user base, the services offered and the number of use cases available, including our ability to increase usage of ZaloPay through our other applications and products. We cannot assure you that our monetization efforts will be successful or that we will be able to generate the revenue needed to offset the extensive research, development and marketing costs we have incurred, and will continue to incur, in developing ZaloPay.

We have constructed a new data center to support the expansion of our business and VNG Cloud. If we are unable to continue growing our business at the rate we currently envision, or should

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we be unable to commercialize and monetize VNG Cloud in the way we expect, we may not be able to recoup the large investment we are making in the data center, which would materially and adversely affect our results of operations.

If these efforts are unsuccessful, our ability to grow revenue and monetize our businesses will be harmed, which could impede our path to profitability, especially in the fintech industry, where our Fintech business, ZaloPay, faces significant competition.

We rely on storefronts operated by third parties to distribute our products and collect payments.

We primarily publish our games and other products through digital storefronts such as the Apple App Store and Google Play Store and, as a result, are reliant on them for the distribution and promotion of our games and our continuing success. In order to distribute games using these digital stores, we are required to comply with their standard terms and conditions governing the content, promotion, distribution and operation of games and other applications on their platforms, including conditions and requirements on data collected via their services. They also have significant influence over the way we price our in-game items and the revenues we are able to earn from such items due to the costs we incur due to using the stores. If we violate, or if the digital store believes that we have violated, its terms and conditions, the digital store may discontinue or limit our access to it, which would harm our business. Our business could also be harmed if the digital stores:

• increase the fees they charge us;

• modify their algorithms, communication channels available to game developers, respective terms of service or other policies;

• decline in popularity;

• adopt changes or updates to their technology that impede integration with other software systems or otherwise require us and/or the third-party game developers to modify our technology or update our games in order to ensure players can continue to access our games and content with ease;

• elect or are required to change how they label free-to-play games or take payment for in-game purchases;

• block or limit access to the genres of games that we provide in any jurisdiction;

• impose restrictions or spending caps or make it more difficult for players to make in-game purchases;

• change how the personal information of players is made available to us;

• change or adopt new privacy policies; or

• develop their own games that compete with our games.

Disputes with these digital stores, including those related to intellectual property rights, distribution fee arrangements, billing issues or otherwise, may also arise from time to time and we cannot assure you that we will be able to resolve such disputes in a timely manner or at all. For example, we have in the past been prohibited from releasing updates through the Apple App Store due to disputes between Apple and us regarding payments collected through channels outside of the Apple App Store. If our relationship with a digital store terminates for any reason we may not be able to find a replacement, particularly given how Apple and Google essentially control the distribution of applications, and our business would suffer as it would impact the ability of users to download our games and other products.

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Our business is dependent on our ability to maintain or grow the size of our user base and the level of engagement of our users.

The size and engagement level of our user base for our various businesses is critical to our success. Our business and financial performance have been, and will continue to be, significantly determined by our success in adding, retaining, and engaging active users. We intend to continue investing significant resources to grow our user base and increase user engagement, whether through innovations, provision of new or improved content or services, marketing efforts or other means. While our user base and engagement levels have expanded significantly in the last 10 years, we cannot assure you that they will continue growing at similar rates, or at all. Our user growth and engagement could be adversely affected if:

• we fail to maintain the popularity of our games, platforms and products among users;

• we are unable to maintain the quality of our existing content and services;

• we are unsuccessful in innovating or introducing new, best-in-class content and services;

• we fail to adapt to changes in user preferences, market trends or advancements in technology;

• technical or other problems prevent us from delivering our content or services in a timely and reliable manner or otherwise affect the user experience;

• there are user or government concerns related to privacy, data collection, security, safety or other factors;

• government authorities impose restrictions on gaming and screen time;

• our monetization measures cause users to shift to other platforms;

• our new games cause players to shift from our existing games without growing the overall number of active game players;

• there are adverse changes to our platforms that are mandated by, or that we elect to make to address, legislation, regulation, or litigation, including settlements or consent decrees;

• our users fail to accept or comply with our terms of service or the privacy policies that we implement, or we adopt terms, policies or procedures that are negatively perceived by our users;

• we fail to maintain the brand image of our platforms or our reputation is damaged; or

• there are unexpected changes to the demographic trends or economic development of the regions in which we operate, and in particular Vietnam and Southeast Asia.

Our efforts to avoid or address any of these events could require us to incur substantial costs to modify or adapt our content, services or platforms. If we fail to retain or continue growing our user base, or if our users reduce their engagement with our platforms our revenue may decline and our financial condition and results of operations could be materially and adversely affected.

We may be unable to extend the life of existing games through development of new features or functionality.

To extend the lifespan of our games we and/or third-party game developers must continually improve and update previously-released games with new features and functionalities that appeal to our existing users and attract new users, while maintaining player loyalty and interest in the game. For games that we publish from third-party game developers, we have limited control over content and rely on the developer to invest significant resources to maintain and raise the popularity of the games by releasing new versions and/or expansion packs from time to time, which requires anticipating market

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trends in our target markets. To assist with this process, we must collect and analyze user behavior data and feedback from our online community and effectively utilize this data in developing updates ourselves or with our third-party game developers to improve the variety and attractiveness of gameplay and virtual items sold within the games.

In the course of updating games certain features may be introduced or removed. Some of these changes have occasionally been negatively received by users, resulting in them reducing the amount of time spent playing the game or ceasing to play altogether. Should we or the third-party game developers fail to release appealing updates, or should the features or functionalities we or the third-party game developers introduce not be in line with user expectations, we could experience a sudden and sharp decrease in users, materially and adversely impacting our gaming business, financial condition and results of operations.

We are susceptible to risks associated with our international growth strategy.

An important component of our growth strategy is to continue expanding our Games business internationally, and we plan to expand into a number of countries classified as developing, including emerging markets across Southeast Asia, Brazil and Mexico. Expanding our Games business internationally will require considerable management attention and resources and is subject to the challenges associated with supporting a rapidly growing business across multiple jurisdictions, each with their own languages, cultures, customs, and legal and regulatory systems. The expansion of our business outside Vietnam involves facing or increasing a variety of risks, including:

• difficulties in anticipating the preferences of game players in markets outside Vietnam;

• challenges in formulating effective local sales and marketing strategies targeting users from various jurisdictions and cultures;

• recruiting and retaining talented and capable management and employees in various countries;

• challenges in identifying appropriate local business partners, including local game operators, and establishing and maintaining good working relationships with them;

• competition from competitors with a better understanding of consumer preferences, exclusivity or rights of first refusal to games in the target markets and/or with significant market share;

• political, social and economic instability in some countries;

• global political, social and economic instability, including instability arising from the war in Ukraine;

• unexpected changes in regulatory requirements, taxes or trade laws;

• difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems and regulatory systems;

• more stringent regulations relating to data security and the unauthorized use of, or access to, commercial and personal information;

• exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we choose to do so in the future;

• laws and business practices favoring local competitors or general preferences for local vendors;

• protecting and enforcing our intellectual property rights; and

• foreign exchange controls that could make it difficult to repatriate earnings and cash.

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Our international growth strategy may not be successful and, despite the substantial time and resources required for the expansion, there is a risk that these growth initiatives will be ineffective, difficult to implement and/or more costly than expected. We may also be unable to develop and grow additional revenue streams from these growth initiatives. Further, the development of these businesses may be slower than we expect, which may require that we expend significantly greater capital resources than we currently expect will be required, or may fail altogether, causing significant reputational damage to us, which would materially and adversely impact our future growth potential, results of operations and financial condition.

The continuing and collaborative efforts of our senior management and key employees are crucial to our success, and our business may be harmed if we were to lose their services.

We depend on the continued contributions of our founder and senior management, especially those listed in the “Management” section of this prospectus, and other key employees, many of whom are difficult to replace and even if replaced will not have the same familiarity with our culture and plans as compared to our current key employees. In particular, our founder and our co-founder are critical to our vision, strategic direction, product and technology development and relationships. Further, the continued retention of the other members of our senior management team are equally important to our continued success.

The loss of the services of any of our senior management or other key employees could materially harm our business. Competition for qualified talent across the Southeast Asian region is intense. Our future success is dependent on our ability to attract a significant number of qualified employees and retain existing key employees. If we are unable to do so, our business and growth may be materially and adversely affected and the trading price of the Class A ordinary shares could suffer. Our need to significantly increase the number of our qualified employees and retain key employees may cause us to materially increase compensation-related costs, including stock-based compensation.

The ability to recruit, develop and retain qualified employees is critical to our success.

Our business functions at the intersection of rapidly changing technological, social, economic and regulatory developments that require broad sets of expertise and human capital. In order for us to successfully compete and grow we must attract, recruit, develop and retain the necessary personnel who can provide the needed expertise across the entire spectrum of our business needs, both within Vietnam and within the other markets in which we operate. Our key personnel include our management team, experienced game and software development personnel, engineers, data scientists and other technical personnel, editorial staff, marketing professionals and customer service personnel.

While we have a number of our key personnel who have substantial experience with our operations, we must also develop our personnel to ensure succession plans capable of maintaining continuity as and when employees leave us. However, the market for qualified personnel is very competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel as and when they depart. In addition, travel and other restrictions imposed by governments to address COVID-19 transmission rates may harm our ability to recruit and retain nationals from outside Vietnam or the country where we are recruiting, and may require significant numbers of employees to work remotely, which may impact productivity. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. Further, our employees within Vietnam have established a labor union to advocate for their welfare. We cannot assure you that we will always have a good relationship with the employee union, that our employees will continue to work with us or that we will be able to attract and retain additional qualified personnel in the future, any of which could materially and adversely affect our business, financial condition and results of operations.

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Our brands and reputation are among our most important assets and are critical to the success of our business.

Our brands (VNGGames, Zalo, ZaloPay, ZingPlay, Bao Moi and Zing MP3, among others) and reputation are among our most important assets. Maintaining, protecting and enhancing our brands is critical to expanding our base of users, advertisers and other third-party service providers and doing so will depend largely on our ability to maintain trust, be a technology leader, and continue to provide high-quality and secure products and services. Any negative publicity about our industry, our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve user complaints, our privacy and security practices, litigation, regulatory activity and the experience of our users with our product and services, could harm our ability to attract and retain users, third-party service providers, key employees, our reputation and, in turn, our business and results of operations. Harm to our brands can arise from many sources, including failure by us to satisfy expectations of service and quality; inadequate protection of sensitive information; compliance failures and claims; litigation and other claims; employee misconduct; and misconduct by our partners, service providers or other counterparties. Our reputation and brands are vulnerable to threats that can be difficult or impossible to predict, control, and costly or impossible to remediate. If we do not successfully maintain strong and trusted brands, our business could be seriously harmed.

We face risks in connection with our strategic partnerships.

We have entered into strategic partnerships with third parties and may continue to do so to expand and grow our business. If we are unable to maintain our relationships with any of our existing or future strategic partners, our business, financial condition and results of operations may be materially and adversely affected. For example, two of our most popular games, JX Mobile and JX1M, are owned by Kingsoft. We also license games from Tencent, one of our principal shareholders, including PUBG Mobile. We believe we have maintained a strong relationship with Tencent and Kingsoft, which reinforces our long-term relationship based on aligned interests, and allows us to benefit from their wealth of experience as leading global industry players. However, we cannot assure you that we will be able to maintain good relations in the future or that as we grow our business we will not develop products or services that compete with our strategic partners in a more direct way. Further, should Tencent or Kingsoft reduce their shareholdings in us, they may be less inclined to release their games through us rather than other publishers. Strategic partnerships could also subject us to a number of other risks, including risks associated with sharing proprietary information and non-performance by such strategic partners. Likewise, we may be limited in the ways in which we can monitor or control the actions of our strategic partners and, to the extent any such strategic partner suffers negative publicity or harm to its reputation, our reputation may also suffer by association. If our relationships with any of our strategic partners were to deteriorate our business, financial condition and results of operations could be materially and adversely affected.

The interpretation and application of data protection laws could negatively impact our business.

There are a number of data protection laws, legislation and regulatory proposals currently tabled in various jurisdictions and any of them could impose new obligations or limitations on our business. In particular, Vietnam’s data and privacy protection legislation, the Decree of Personal Data Protection, took effect from July 1, 2023 and has similar scope to other data privacy and protection laws enacted around the globe. We have spent and will continue to spend substantial capital and human resources in complying with this Decree. For example, we need to obtain consent in printable/copyable or verifiable form from data owners to collect, store, disclose, process, use for advertising purpose and transfer their personal data, and consent can be withdrawn at any time. We need to prepare an impact

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assessment written dossier and maintain the dossier for regular checking by the authorities, and provide such dossier to the Department of Cybersecurity and High-tech Crime Prevention and Control under the Ministry of Public Security for any processing or cross-border transfers of personal data. We are also required to notify and update the supervisory authority upon our successful cross-border transfers of personal data. It remains unclear whether we can prepare a blanket impact assessment written dossier and submit the same to the Department of Cybersecurity and High-tech Crime Prevention and Control ahead of any transfers or processing of personal data, or if the dossier needs to be prepared on a case by case basis. The requirements that we submit descriptions of personal data to be transferred and contacts of senders and recipients of personal data of Vietnamese users, and make assessment on the impact of data processing and transfer, may impede our normal business operations given the large number of our users. Further, the administrative process with the Vietnamese government normally takes longer than expected and they retain discretion to require us to revise or update our impact assessment written dossier, and even suspend our cross-border transfer of data. Any inability, or perceived inability by the Vietnamese regulators, to amend our systems and implement data protecting measures to be compliant with the Decree of Personal Data Protection could subject us to fines and enforcement proceedings by Vietnamese regulatory authorities.

We continue to track similar legislation being proposed and enacted throughout Southeast Asia and the other markets in which we operate. Further, certain jurisdictions in which we operate have either enacted or are contemplating to enact laws and regulations that restrict the flow of data outside the country and such laws, depending on how they are interpreted and come to be enforced, may constrain our activities and require the use of local servers, local data privacy experts and other measures which may either increase our cost of doing business or may make operating in such jurisdictions commercially impractical.

The interpretation and application of privacy and data protection laws in Vietnam and elsewhere is often uncertain and subject to change. It is possible that these privacy and data protection laws may be interpreted and applied in a manner that is inconsistent with our practices and, even if we have complied with the laws on paper, there is no guarantee that the applicable regulators will deem our enacted policies as being compliant in practice. In such cases we may be required to amend our operating practices and protocols, which may be costly, and increase the complexity of our operations, or in extreme cases we may be told to suspend or cease operations entirely. Any failure or perceived failure to comply with privacy and data protection laws, privacy-related obligations to our users or other third parties, or any compromise of data security that results in the unauthorized access to, release or transfer of, user information or other data, may result in governmental enforcement actions or penalties, threatened or actual litigation or other public statements made by consumer advocacy groups or members of the public, which, at a minimum, would damage our reputation, and which could materially and adversely affect our business. In addition, concerns about our practices with regard to the collection, storage, use, disclosure or security of personal information or other privacy related matters, even if unfounded, could damage our reputation and cause us to lose users, thereby adversely affecting our operating results. Furthermore, if third parties that we work with, such as third-party game developers, gaming studios or payment gateway partners violate applicable laws or our policies, our users’ information could be put at risk, our reputation could be harmed and we could be subject to other detrimental consequences even if the violations were not within our control.

As we expand our operations internationally, we will be required to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the United States, Europe and elsewhere. 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. For example, the European Union adopted the General Data Protection Regulation, and the State of California adopted the California Consumer Privacy Act. Both of these laws impose additional regulatory obligations regarding the handling of personal data and further

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provide certain individual privacy rights to persons whose data is processed. We are monitoring these developments, and we may, in addition to other impacts, experience additional costs associated with increased compliance burdens and be required to engage in new contract negotiations with third parties that aid in processing data on our behalf or localize certain data. In addition, compliance with additional laws and regulations may place restrictions on the conduct of our business and the manner in which we interact with our users.

The COVID-19 pandemic materially affected our business, and it or other pandemics could have an adverse impact on our operations.

The COVID-19 pandemic resulted in authorities implementing numerous preventative measures to contain or mitigate further transmission of the virus. Such measures included travel bans and restrictions on movement, physical distancing requirements, limitations on business activity, quarantines, lockdowns and stay-at-home orders. These measures caused major disruption to all aspects of the global economy, and affected and may continue to affect our businesses and our users’ behaviors.

Despite the challenges we faced in light of the COVID-19 pandemic, the stay-at-home orders that were in place in Vietnam sporadically throughout the pandemic were generally favorable to our business as a result of increased time spent with digital entertainment, including games involving socially interactive experiences. With many economies reopening from the fourth quarter of 2021 and into 2023, including in Vietnam and across Southeast Asia, we observed some moderation in online activities and fluctuations in user engagement in our businesses. The long-term effects of COVID-19 on our users remain uncertain. Relaxation of pandemic-related restrictions decreased the inclination of users to remain at home, made physical activities more attractive, and altered the usage and spending habits of some of our users. Accordingly, the trends we saw with respect to our Games QAU, QPU, revenues and other financial results and operating metrics during COVID-19 impacted periods are not indicative of results for future periods.

The ultimate impact of the COVID-19 pandemic or a similar health epidemic is uncertain and subject to change. We are unable to predict the continuing duration and scope of the COVID-19 pandemic, including any potential future waves of the pandemic due to existing or new variants of the virus, the availability and effectiveness of vaccines and treatments, and the actions that have been and continue to be taken by authorities and other parties in our ecosystem in response to COVID-19 developments.

Privacy concerns relating to our technology or failure to safeguard the personal data of our users could damage our reputation and deter users from our products and services.

We receive, store and process large amounts of personal information and other data in all of our businesses in order to better understand our users’ interests, enhance our advertising services and further develop our products. Any concerns regarding our collection, storage, disclosure, process, transfer, use or the ways in which we secure the personal information and data, even if unfounded, could damage our reputation, cause us to lose users and customers or subject us to regulatory investigations and penalties, any of which may materially and adversely affect our business.

Any systems failure or compromise of our security that results in the unauthorized access to or release of the data, online behavior, payments history, interests, chat history or otherwise of our users, customers or that of any of our partners could significantly limit the adoption of our services, as well as harm our reputation and brand. The risk that these types of events could seriously harm our business is likely to increase as we expand the number of services we offer and increase the size of our user base. We expect to continue expending significant resources to protect against security breaches, remaining compliant with data protection and privacy laws and regulations is vital to our business.

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We have a limited track record in successfully self-developing games for the hardcore gamer market.

Hardcore games, due to the types of players they attract and the amount of time players spend playing, have historically generated the majority of our gaming revenue. Our Development Studios business, which is the newest part of our Games business, publishes games targeted at the hardcore gamer and in order to further develop our ability to publish games for the hardcore gamer market we have partnered with independent gaming studios that develop and publish such games. If we are not able to successfully self-develop these types of games our business will continue to be dependent upon third-party game developers licensing games to us. To date, we have self-developed a limited number of games targeted at the hardcore gamer market, and none has become as widely adopted, or successful, as the games we publish on behalf of third-party game developers.

Development of new games requires considerable resources, including researching, testing, marketing, infrastructure and staff expenses, as well as the ability to be able to successfully identify market opportunities. As the hardware games are played on improves, users will expect a corresponding increase in a game’s complexity and functionality, increasing the difficulty to develop the game. During the last two years we have allocated increasingly large amounts of resources, in terms of both time and capital, in pursuit of the know-how necessary to self-develop hardcore games. For example, we have invested in Dorocat and Haegin, independent game development studios in Hong Kong and South Korea, respectively. We have established Galaxy Game Studio, an in-house game studio located in China, and invested in Transcend, a venture capital fund focused on games and other forms of digital entertainment. Further, we have hired additional game developers to support our self-developed games business. In addition, there are some elements of hardcore games, such as storytelling, character development and dialog between characters, which are soft skills not inherently related to the development of technology. Despite our partnerships with independent game studios and our hiring of additional game developers, we may not succeed in self-developing games and our investments to self-develop games may not yield any returns.

We may fail to obtain, maintain or renew requisite licenses and approvals.

Under Vietnamese law and the laws of the other jurisdictions in which we operate, we are required to maintain general business licenses as well as licenses specific to each of our business segments. As the industries in which we operate are relatively new in Vietnam, Southeast Asia and some of the other markets in which we expect to commence operations, the relevant laws and regulations, as well as their interpretations, are often unclear and evolving. This can make it difficult to know which licenses and approvals are necessary, or the processes for obtaining them. In the past, we have been fined by the Vietnamese authorities for operating some of our businesses without the requisite licenses. We also cannot be certain that we will be able to maintain the licenses and approvals that we have previously obtained, or that once these licenses expire we will be able to renew them.

In some cases we believe that our business operations fall outside the scope of licensing requirements, or benefit from certain exemptions, making it unnecessary to obtain certain licenses or approvals. Should our interpretations be incorrect we may be required to suspend or cease operations until such licenses and approvals have been obtained, and we cannot guarantee you that they will be obtainable on commercially reasonable terms or at all.

As we expand our businesses, in particular our Fintech business in Vietnam and our Games business internationally, we may be required to obtain new licenses and will be subject to additional laws and regulations in Vietnam and other target foreign markets. If we fail to obtain, maintain or renew any required licenses or approvals or make any necessary filings or are found to require licenses or approvals that we believed were not necessary or we were exempted from obtaining, we may be

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subject to various penalties, such as confiscation of the revenue or assets that were generated through the unlicensed business activities, imposition of fines, suspension or cancelation of the applicable license, written reprimands, termination of third party arrangements, criminal prosecution and the discontinuation or restriction of our operations. Any such penalties or adverse consequences may disrupt our business operations and materially and adversely affect our business, financial condition and results of operations.

Our games are subject to scrutiny regarding the appropriateness of their content.

Our games are subject to restrictions on content, reviews and ratings. In Vietnam, each game, expansion pack and all other forms of new game content are required to be approved and licensed by the Vietnamese government. Other markets in which we operate, or plan to operate, maintain similar restrictions. In issuing such approvals, government authorities in Vietnam and elsewhere take into account violence, nudity, political and social themes as well as mysticism and spiritual matters, among others. After we have submitted a game for approval there is limited visibility on what elements of the game may run afoul of the government authorities and how long it may take until we have received a decision. Prior to submitting a game for approval we cannot be certain that the game will be approved by the government authorities. Further, even if approval is granted, we may be required to make material changes to the game before it can be released. Such changes may require consent from the game’s developer and there is no guarantee it would be granted. Failure to receive government approval, or being required to make material changes to a game prior to receiving approval, could result in a game’s release being delayed while the required amendments are made or canceling the game altogether, which could materially and adversely impact our game library, user base, results of operations and business performance.

In addition to the governmental approvals that we are required to receive, Apple uses its own rating system in the App Store and Google Play uses the International Age Rating Coalition rating for games offered in the Play Store. Apple and Google have both developed functionality that prohibits minors from downloading games and other content which does not fall into certain rating categories. If a game or expansion pack does not obtain the rating that we desire for its target market, we may have to delay its launch while we or the third-party game developer works to amend the game or expansion pack to be eligible to receive the desired rating and thus be available to its target age group. However, in certain situations we may cancel the release altogether.

The gaming and social media industries have become the subject of health warnings and mental health hazards.

In May 2019, the World Health Organization adopted a new edition of its International Classification of Diseases, which lists gaming addiction as a disorder. While the effects of gaming and whether gaming addiction is a disorder continue to be discussed and researched by health officials and others, the World Health Organization and other governments may continue to take measures against gaming addiction, such as imposing gaming curfews or spending limits for minors and establishing treatment programs aimed at addressing gaming addiction. For example, Vietnam limits the daily maximum game play time for those under the age of 18 to three hours a day. The Chinese government recently limited online game playing time for those under the age of 18 to Fridays, weekends and holidays and set a maximum playing time of three hours a week. Additionally, discussions surrounding whether certain game mechanics, such as loot boxes or other forms or items appearing within the game, should be subject to a higher level of scrutiny or different type of regulation are continuing, as some regulators have begun to draw parallels between loot boxes and other types of items appearing within a game with slot machines and similar forms of gambling. If new or amended legislation or regulations, or technical specifications applied by Apple, Google or other channels through which we distribute our games, require certain game mechanics to be modified or removed, it would increase the

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costs of operating our games, impact player engagement and monetization, or may otherwise harm our business performance.

More recently, scientists and psychologists have been warning about the impact that social media is having on children and young adults. In response, regulators and governments around the world may seek to restrict user access to social media if they consider it to be a threat to public safety or for other reasons. For example, China has further cracked down on the type of content that can be shared as well as the types of people and profiles that can promote content on social media. Should Vietnam or any of the other markets in which we operate move to implement restrictions to address public safety concerns, it could limit the number of users to whom we can market our communications and media products, limit the scope of users we can target when marketing on communications and media platforms or increase our compliance costs as we bring our communications and media platforms into compliance, any of which could materially and adversely affect our Communications and Media business and results of operations.

Our products are reliant on third parties over whose actions we have no control.

Our businesses require the participation of third parties, such as third-party game developers, third-party distribution platform providers and payment channels, organizations such as e-commerce platforms and merchants, and suppliers of third-party systems and processes. We cannot control the actions of these third parties and if they do not perform their functions to our satisfaction or the satisfaction of our users, it may damage the reputation of our various businesses.

The games publishing component of Games requires third-party game developers to provide us with the games that we offer, and we cannot be certain that the games, including any revisions or updates, will not be offensive to some of our users or infringe upon the intellectual property rights of other parties. Further, we rely on the continued functionality of the Apple App Store and Google Play Store in order to distribute the games we develop and/or publish as well as third-party payment channels to collect revenues from in-game purchases. See “—We rely on storefronts operated by third parties to distribute our products and collect payments.” In addition, a significant portion of our games are played on mobile devices manufactured by third parties. We have very limited influence on the hardware and software used in these devices and any changes to them might negatively impact our Games business should our games no longer be compatible with either the hardware or software installed on the devices and on which the devices rely. See—“We rely upon third-party game developers for the majority of the games we publish.”

Our Communications and Media business relies upon existing e-commerce platforms to share their APIs enabling us to link our platform to theirs, and we cannot assure you that any of the e-commerce platforms with which we currently partner will continue to provide us with their APIs or continue to cooperate with us on a technical level to ensure our users the best possible experience, particularly if they begin to view our services as competing with their services. It also generates revenue from a platform we do not own, pursuant to a commercial arrangement with a third-party platform owner. Additionally, ZaloPay’s digital wallet services rely upon the merchants with which we partner to accurately process transactions and on traditional financial institutions to transfer money between users’ bank accounts and their ZaloPay digital wallets as and when requested.

Though we take efforts to maintain good relations with all of the third parties which are essential to the successful operation of our business we cannot be certain that we will be successful in maintaining these relationships and even if we do that they will not act in a way which is contrary to our best interests. Further, while we have agreements with each of these parties that obligate them to carry out their respective businesses in a professional manner, any legal protections we might have could be insufficient to compensate us for our losses and would not be able to repair the damage to our reputation should any of these third parties act in a way which is to the detriment of our business.

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We depend upon third-party licenses for the content of our music offerings, and any adverse changes to, or loss of, our relationships with these music content providers may reduce the size of our Zing MP3 library.

Significant portions of our music offerings on our Zing MP3 platform are licensed from our music content partners, which include music publishers and labels, such as Sony and Universal, as well as direct licensing from Vietnamese artists. There is no assurance that the licenses currently available to us will continue to be available in the future at rates and on terms that are commercially reasonable, or at all.

The royalty rates and other terms of these licenses may change as a result of various reasons beyond our control, such as changes in the competitive landscape, our bargaining power, the industry, the law or regulatory environment. If our music content partners are no longer willing or able to license content to us on terms acceptable to us the breadth or quality of our library may be adversely affected, or our content acquisition costs may increase. Likewise, increases in royalty rates or changes to other terms of our licenses may materially and adversely affect the breadth and quality of our music content offerings, which could cause us to lose users and materially and adversely affect our business, financial condition and results of operations.

We are heavily reliant on a combination of our own servers and technology and telecommunication service providers and other third-party infrastructure providers over whom we have no control.

We depend on the efficient and uninterrupted operation of numerous systems, including our computer systems, backend software and hardware and data center, in addition to the wireless and wired telecommunication networks operated by third parties such as major telecommunications providers. Our systems and operations, or those of third-party providers on which our business relies, have in the past been exposed, and could be exposed again in the future, to damage or interruption from, among other things, fire, floods, earthquakes, other natural disasters, pandemics, power loss, system failures, terrorism, vandalism, unauthorized entry, software errors and computer viruses, and disruptions from unauthorized tampering with systems.

While we own and operate our own network infrastructure within Vietnam, the network infrastructure on which we rely for our operations outside Vietnam is provided by third parties, including Google Cloud, Amazon Web Services, Microsoft Azure and Tencent Cloud. Any disruption or failure in the services we receive from these providers could harm our ability to handle existing or increased traffic and could seriously harm our business. Any financial or other difficulties these providers may face could seriously harm our business. In addition, because we exercise little control over these providers, we are vulnerable to problems with the services they provide. Our agreements with third-party service providers do not require those providers to indemnify us for losses resulting from any disruption in service. We may not have access to alternative networks or data servers in the event of disruptions or failures of, or other problems with, the relevant internet infrastructure. In addition, the internet infrastructure, particularly in Vietnam as well as the other emerging markets where we operate, may not support the demands associated with continued growth in internet usage.

Our business is also heavily dependent upon the major telecommunication providers being able to operate their business without interruption. In the event of outages we and our users may not have access to alternative telecommunication networks and providers. For example, the ocean floor internet cables connecting Vietnam to the broader World Wide Web are from time to time disrupted by anchors, earthquakes, turbidity currents, or even shark attacks, resulting in connectivity disruptions. Any unscheduled service interruptions such as these or otherwise could disrupt our operations, damage our reputation and result in a decrease in our revenue. Furthermore, we have no control over the costs of

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the services provided by the telecommunications operators to us and our users. If the prices that we or our users pay for telecommunications and internet services rise significantly, our profit margins could be significantly reduced. In addition, if internet access fees, costs of data usage or other internet charges increase, our user traffic may decrease, which in turn may cause our revenue to decline.

Our user metrics and other estimates are subject to inherent challenges in measuring our operating performance.

We regularly review certain key user metrics, including QAU and QPU of our games as well as Zalo’s monthly active users, among others, to evaluate growth trends, measure our performance, and make strategic decisions. These metrics are calculated using internal company data and have not been validated by an independent third party. The calculation of these metrics is described in detail in “Certain Conventions and Definitions” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics and Non-IFRS Financial Measures—Key Operating Metrics.”

Our internal systems and tools have a number of limitations, and our methodologies for tracking these user metrics may change over time, including the metrics we publicly disclose. If the internal systems and tools we use to track these user metrics undercount or overcount performance, or contain algorithmic or other technical errors, the data we report may not be accurate. While these user metrics are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring how our platforms are used across the markets in which we operate. Under the QAU and QPU metrics, a unique account that plays in more than one game or makes payment in more than one market, within the relevant period, is counted as more than one active or paying user, respectively. This means that there is an inherent risk of double counting, which might lead to an overstatement of our QAU and QPU numbers. For example, the same person that uses a unique account to play two or more different games could potentially be counted as two or more active users and a single user that uses a unique account to pay on two or more different markets could be counted as two or more paying users. Moreover, the accuracy of our user metrics could be impacted by fraudulent users of our platforms, and further, we cannot distinguish individual users who have multiple accounts. Many users of our games create separate accounts for each game they play and each account is considered as a separate user by our system, despite the user being the same person. Should a material number of our users choose to play each game under a separate account, this would result in our QAU and QPU numbers being inflated as our systems would record each account as a unique user when in fact it is the same user with multiple accounts. We have limited ability to validate or confirm the accuracy of information provided during the user registration process to ascertain whether a new user account was created by an existing user who is registering multiple accounts, unless certain official individual identification information is provided to us. Our user metrics are also affected by technology on certain mobile devices that automatically run in the background of our applications when another phone function is used. In such circumstances, our systems may not recognize when user activity has taken place within an application or when an application’s functionalities has been paused, which could lead to inaccurate recordings of user metrics. Given the complexity of the systems involved and the rapidly changing nature of mobile devices and systems, we expect to continue to encounter challenges. Accordingly, our user numbers may overstate or understate the number of individuals who actually use or purchase items on our platforms. While from time to time we disable certain user accounts or take other actions to reduce the number of duplicate or false accounts among our users, we cannot be certain we have removed all duplicative or false accounts.

In addition, while we are continuing to develop and refine our disclosure controls and procedures, we cannot assure you that the controls and procedures we have in place will be able to accurately process information related to the disclosure of user metrics. Material inaccuracies in our user metrics

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or data could result in incorrect business decisions and inefficiencies, which could affect our long-term strategies. For instance, if a significant understatement or overstatement of active users were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to remedy an unfavorable trend. If partners or investors do not perceive our user or other operating metrics to accurately represent our user base, or if we discover material inaccuracies in our user or other operating metrics, our reputation may be seriously harmed. Any failure to accurately report and present our user metrics could cause investors to lose confidence in our reported operating and other information, which would likely have a negative effect on the trading price of the Class A ordinary shares.

Use of illegal game servers, acts of cheating and use of third-party auction websites for sales and purchases of virtual goods for our games could harm our business and reputation.

In the past our games have been subject to acts of cheating by users and such instances of cheating can lead to our users who play fair to question the fairness of the game, reduce their desire to spend more on a game or result in them ceasing to play the game altogether. Typically the cheating occurs through a user being able to modify the rules of a game during gameplay, and although the user may not gain access to our systems, they may be able to give themselves a competitive advantage to the detriment of other users. If instances of cheating were to become rampant, it could cause our users to stop playing the game, which would shorten the game’s lifecycle and damage our reputation as well as reduce a game’s profitability. While we and/or our third-party game developers have taken a number of steps—through artificial intelligence, machine learning and other digital ways in which our systems can monitor a game and its players—to deter users from engaging in cheating, we cannot assure you that these steps will be successful or timely in preventing users from cheating. If we gain a reputation for creating and/or publishing games that are susceptible to cheating, it could reduce the popularity of a particular game or harm perception of our broader products, which could reduce our user base and gaming revenue.

Further, some of our users make sales and purchases of their game accounts and virtual items through unauthorized third-party auction websites in exchange for money, which we do not condone and are unable to track or monitor. We do not generate any revenue from these transactions. Accordingly, purchases and sales of our users’ accounts or their virtual items on such third-party websites could lead to decreased revenue and put downward pressure on the prices that we are able to charge users, which could result in lower revenue generated by our games.

We may not have obtained all requisite copyright licenses with respect to a portion of the content on our Zing MP3 platform.

To secure the rights to provide music content on the internet or for our users to download or stream music from our platform, or to provide other related online services such as podcasts, we must obtain licenses from the appropriate copyright owners, including for music publishing and musical recording rights. We may not have complete licenses for the copyrights underlying a portion of the music content offered on our Zing MP3 platform and therefore we have been, and may continue to be, subject to assertions by third parties of infringement or other violations by us of their copyright in connection with such content, particularly with respect to older music. We currently offer over five million tracks on Zing MP3, and we have licenses to both the music publishing and musical recording rights for a significant proportion of those tracks. We will continue to seek licenses to the remaining tracks to the extent we are able to identify the relevant copyright owners and enter into agreements with them. There is no guarantee that we will be able to reach agreements with content partners on license arrangements in relation to our provision of music and podcasts, and that we will not be subject to potential copyright infringement claims by third parties in relation to such services.

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In addition, with respect to the musical compositions and lyrics we license from our content partners, there is no guarantee that such content partners have the rights to license the copyright underlying all of the music content covered by our agreements and, should we be found to be illegally distributing this content, despite our belief that we have properly obtained the copyright to do so, we could be subject to claims of potential copyright infringement.

If third parties believe that certain content available on our Zing MP3 platform violates their copyrights or other intellectual property rights, they may take action and file claims against us, which could materially and adversely affect our reputation and business. We have been, and may in the future be, subject to claims filed in Vietnam, the United States and other jurisdictions, based on allegations of infringement of third-party copyright and/or intellectual property rights. See “—We are subject to risks related to litigation, including intellectual property claims, consumer protection actions and regulatory disputes, and have been sued in the United States District Court for the Central District of California for alleged copyright infringement of musical recordings.”

Termination of our intellectual property licenses could materially and adversely affect our business.

Some of our games rely on intellectual property license agreements that give us the right to use certain names, characters, logos or storylines in connection with games that we have developed and/or published. If we were to breach any material term of such license agreements, the licensor could terminate the agreement. If the licensor were to terminate our rights to use any such intellectual property, or if a licensor decides not to renew a license agreement upon the expiration of the license term, the loss of such rights could materially and adversely affect our business as we would be required to stop distributing the game. Should we lose the license we may not be able to find a new licensor and if we do, we will likely face significant competition for the rights and may not be able to enter into an agreement on commercially reasonable terms. Obtaining license rights, and particularly exclusive license rights, to use third-party intellectual property for use in games involves significant expense and termination of any of the licenses we currently maintain would materially and adversely affect our business, financial condition and reputation.

We may not be able to protect our intellectual property rights.

We rely on a combination of trademark, fair trade practice, copyright and trade secret protection laws in Vietnam, Southeast Asia and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights. We also enter into confidentiality agreements with our employees and any third parties who may access our proprietary information, and we control access to our proprietary technology and information.

Intellectual property protection may not be sufficient in Southeast Asia, and Vietnam in particular, or in the other regions in which we operate. Confidentiality agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or the intellectual properties licensed from third parties, or to enforce our contractual rights in Vietnam or elsewhere. In addition, policing any unauthorized use of our intellectual property is difficult, time-consuming and costly, and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We cannot assure you that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a

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decrease in our revenue which could materially and adversely affect our business, financial condition, results of operations and prospects.

We face uncertainties and risks relating to our Fintech business.

Although there are positive market trends for fintech services and products in Southeast Asia, there is no certainty that this will continue or will result in widespread market acceptance of our Fintech products and services in Vietnam. Most of our Fintech products and services have a limited operating history and face inherent uncertainties with regard to operations and profitability. We may be unable to achieve the required level of market acceptance in order for us to recoup the investment costs involved in developing and launching our Fintech products and services or to bear the associated risks involved in providing such products and services. Our ability to achieve or maintain market acceptance for our Fintech products and services are affected by a number of factors, such as competition, entrenched preferences in traditional payment methods, insufficient use cases for our Fintech payment services and lack of infrastructure support locally. Even if there is adequate acceptance of our Fintech products and services, we continue to be subject to a quickly changing regulatory environment for such services and to the changing needs and demands of users, which may change for a multitude of reasons such as availability of alternative payment methods that are more popular or widely accepted. If we are found or alleged to be non-compliant, we may suffer financial and reputational damage, and may be required to modify our operations or stop offering our products and services, among other things that could negatively impact our business. While we endeavor to consistently increase demand for our Fintech products and services by broadening and improving our use cases and product offerings, we cannot predict with certainty the reasons for the changes in user demands, and the consequential effects of such changes on our business. In addition, our digital wallet business is subject to other risks including: changes to rules or practices applicable to payment systems that link to our digital wallet; increasing costs, including fees charged by banks to process transactions through our digital wallet; and failure to manage user funds accurately or loss of user funds, whether due to employee fraud, security breaches, technical errors or otherwise.

Our Fintech business has many competitors and an increase in the use of credit and debit cards may result in lower growth or a decline in the use of ZaloPay.

Our Fintech business faces competition from other companies offering digital wallets and mobile payment services, many of which are substantially similar to ZaloPay, as well as companies offering digital banking and other fintech solutions. We do not currently offer digital banking solutions nor are we a bank. As a result, we will not be able to compete with companies offering a wider variety of fintech services than us. Should users choose products which are able to offer a more comprehensive set of fintech services than ZaloPay, ZaloPay’s user base and the amount and size of transactions completed through ZaloPay would be materially and adversely affected.

Additionally, the underdevelopment of the banking industry in Vietnam has resulted in a significant portion of the Vietnamese population not having access to bank accounts as well as credit or debit cards. If the banking industry in Vietnam continues to develop, in particular through the expansion of e-services, and there is a significant increase in the availability, acceptance and use of credit or debit cards, demand for ZaloPay and our digital wallet might not catch on. Should ZaloPay slow or decline within Vietnam, and in particular if fewer merchants accept ZaloPay compared to competing products or technologies, it would result in fewer users transacting with the ZaloPay digital wallet, causing us to incur losses from the development of expensive technology that we were unable to fully commercialize, which would negatively impact our ZaloPay business and results of operations.

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We could be held liable if ZaloPay is used for fraudulent, illegal or improper purposes.

Despite the measures we have taken and continue to take, ZaloPay remains susceptible to potentially illegal or improper uses, which could damage our reputation and subject us to liability. Such illegal or improper uses include the use of ZaloPay in connection with fraudulent or illegal sales of goods or services, money laundering, bank fraud and prohibited sales of restricted products. Additionally, in order to create a ZaloPay digital wallet a user is required to maintain a bank account at a traditional financial institution and we cannot guarantee that all of the ZaloPay digital wallets have been associated with a bank account at a traditional financial institution. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeiting and fraud and incidents of such illegal activity could increase in the future. We could be subject to claims if ZaloPay becomes a means by which money is laundered or illicit goods and services are transacted.

ZaloPay is a new business for us and our risk management policies and procedures may not be fully effective in identifying, monitoring and managing these risks. While we do undertake background checks by requiring users to submit photos of their identification cards when opening an account and cross checking such identification cards with a user submitted photo, having users declare the purpose of transferring funds and ensuring that users have associated their digital wallet with an account at a traditional financial institution, we may not be successful in stopping all instances of fraud or preventing users with malicious intent from using the ZaloPay platform. An increase in fraudulent or illegal transactions could harm our reputation and reduce consumer confidence in our fintech services, which would materially and adversely affect our ZaloPay platform and our results of operations.

Our business depends on our ability to maintain and scale our technology infrastructure, and any significant interruption or failure of our services could impair our operations.

We are constantly upgrading our technology to provide improved performance, increased scale and better integration among our businesses. Adopting new technologies, upgrading our digital ecosystem and maintaining and improving our technology infrastructure requires significant investments of time and resources, including adding new hardware, updating software and recruiting and training new engineering personnel. Our reputation and ability to attract, retain, and serve users depends on the reliable performance of our platforms and our underlying backend technology infrastructure. Our systems may not be designed with the requisite reliability and redundancy measures to avoid performance delays or outages that could seriously harm our business and, even if they are, they might not be sufficient to withstand interruptions or issues of which we are not currently aware. Our inability to properly maintain or protect our technology infrastructure could result in our platforms being inoperable for days at a time, which would materially and adversely affect our business and ability to operate.

In addition, many of the backend systems on which our businesses rely have been internally developed and are proprietary technology, and in the event of down-time we are responsible for rectifying the issues ourselves. We have in the past experienced, and may in the future experience, system interruptions that disrupt or make our platforms unavailable from time to time. While we have instituted back-up systems and contingency plans for certain aspects of our operations, our planning does not take into account all possible scenarios. If our platforms are unavailable when users attempt to access them, or if a platform does not load as quickly as they expect or integrate with other systems, users may not return to our platforms as often in the future, or at all. As our user base and the volume and types of information shared on our platforms grow, we will need an increasing amount of technology infrastructure, including network capacity, data centers and computing power, to continue satisfying our users’ needs and we cannot guarantee you that we will be able to effectively scale and grow our technology infrastructure to accommodate any increase in demand.

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We are subject to extensive and evolving rules and regulations across our businesses.

We operate in a complex regulatory and legal environment and any inability on our part to comply with applicable laws in the locations in which we operate may expose us to legal and compliance risks that could materially and adversely affect our ability to operate. The laws that we are subject to include those relating to game content and operations, game ratings, social networking, privacy and data protection, labor laws, national language requirements, intellectual property, virtual items, national security, internet applications, consumer protection, prevention of money laundering and financing criminal activity and terrorism, fintech regulation, electronic payment services regulation, market access and foreign ownership restrictions, electronic commerce, cyber security, currency control regulation, advertising regulations, press laws, tax laws and competition laws, among others. See “Regulatory Environment.”

As the industries in which we compete are relatively new in Vietnam and some of the other markets in which we operate, the relevant laws and regulations, as well as their interpretations, often change, sometimes significantly, with little or no notice and we could be held liable should we fail to comply with any such rules or regulations as and when they are brought into force. Further, governmental authorities may introduce protectionist measures seeking to shield local companies from international competitors, which may increase our cost of doing business or make it impractical to continue operating in certain markets. Furthermore, laws and regulations vary significantly from jurisdiction to jurisdiction. As international regulatory positions evolve the authorities in jurisdictions in which we operate may seek to implement similar measures, including measures to bring their respective jurisdictions in line with international standards, which may be more stringent or restrictive than those we are currently subject to, and potentially subjecting us to more extensive regulation. Regulators may regularly re-examine and increase legislation, regulation and enforcement of compliance obligations, which may require us or our business partners to revise or expand compliance programs, including the procedures we use to verify the identity of our users and to monitor the transactions on our platforms. New legislation, government policies or compliance requirements may also make it more burdensome for us to operate our businesses, expand our offerings and for our users to use our services and products, which could potentially discourage users from using our services and products.

Any expansion of our product and service offerings may require us to expend substantial resources. Even if we choose to expend such resources, we cannot guarantee you that we will be successful in bringing our products into complete compliance. We may require more time than expected to adapt to these new requirements, and may face delays during the implementation or transition period. Any inability on our part to bring our current or future business into compliance with any such laws may disrupt our business operations, damage our reputation, and cause us to lose users or reduce user engagement.

We may be subject to security breaches and attacks against our platforms and network, particularly with regards to confidential user information, and our platforms may contain unforeseen “bugs” or errors.

Our business involves the collection, storage, disclosure, processing and transmission of a large amount of users’ personal and sensitive data, including financial information. The techniques used to obtain unauthorized, improper or illegal access to our systems, our data or our users’ data, to disable or degrade service, or to sabotage systems are constantly evolving, may be difficult to detect quickly and often are not recognized until launched against a target. Unauthorized parties have in the past and will likely again in the future attempt to gain access to our systems or facilities through various means, including, among others, hacking into our systems or those of our users, third-party service providers or vendors, or attempting to fraudulently induce our employees, users, customers, third-party service

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providers, vendors or other users of our systems into disclosing user names, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems. Certain efforts may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect.

Recently, cyber threats have grown in frequency, form, scope, level of sophistication and potential for harm. We expect this to continue. Experts have warned that the global disruption related to the COVID-19 pandemic and remote working conditions have resulted in increased threats and malicious activity. Any cybersecurity breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, or the inadvertent transmission of computer viruses could materially and adversely affect our business, financial condition, results of operations or reputation.

Our systems and processes, which have been designed to protect our data and user data and to prevent data loss and other security breaches, cannot provide absolute security. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access our users’ personal or proprietary information and card data stored on, or accessible through, those systems. Our security measures may also be breached due to employee or human error, malfeasance, ransomware, system errors or vulnerabilities, or other irregularities. Any actual or perceived breach of our security could result in unauthorized access to our systems, misappropriation or improper disclosure of information or data, deletion or modification of user information, or a denial-of-service or other interruption to our business operations, our systems or services being unavailable, and could materially harm our reputation and brand, result in significant legal and financial exposure, lead to loss of user confidence in, or decreased use of, our products and services, and materially and adversely affect our business and results of operations. For example, if there is a data breach relating to card information that we store, we could be liable to the payment card issuers for their cost of issuing new cards and related expenses. In addition, any breaches of network or data security at our users, third-party service providers or vendors (including data center and cloud computing providers) could have similar negative effects. As cybersecurity threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. The inability to implement, maintain and upgrade adequate safeguards could materially and adversely affect our business. Actual or perceived vulnerabilities or data breaches may lead to claims against us, and despite the cyber insurance policies we carry, we cannot guarantee you that our insurance policies will be sufficient in covering any such claims.

We have in the past and are likely again in the future to be subject to these types of attacks. If we are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liability, our reputation would be harmed and we could sustain substantial revenue loss from lost revenue and user dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us, our users, or the communications infrastructure on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technology, train employees, and engage third-party experts and consultants. Cybersecurity breaches could not only harm our reputation and business, but also materially decrease our revenue and results of operations.

In addition, our platforms have in the past contained, and may in the future contain, errors or “bugs” that are not detected until after the applications are published. Any such errors could impact the overall user experience, which could cause users to reduce their time spent on or interest in our platforms, or not recommend our content and services to others. Such errors could also result

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in non-compliance with applicable laws or create legal liability for us. Resolving such errors could also disrupt our operations, cause us to divert resources from other matters, or harm our operating results.

Our business, financial condition and results of operations may be adversely affected by the negative impact on the global economy and capital markets resulting from the military conflict in Ukraine or other geopolitical tensions.

Global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military invasion of Ukraine by Russia. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has led to market disruptions, including significant volatility in commodity prices, inflationary pressures, credit and capital markets as well as supply chain disruptions. Additionally, several of Russia’s actions have led to sanctions and other penalties being levied by the U.S., the European Union, and other countries, as well as other public and private actors and companies, against Russia and certain other geographic areas involved in the conflict. Additional potential sanctions and penalties have also been proposed and/or threatened.

We cannot predict the progress or outcome of the situation in Ukraine, the conflict and governmental reactions are rapidly developing and beyond our control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could materially and adversely impact our business, results of operations, financial condition, liquidity and outlook of our business.

In addition, actual or threatened war, terrorist activities, political unrest, and other geopolitical risks in regions where we do business or globally, including, for example, changes in relations between mainland China and Taiwan could adversely affect our industry and the global economy and our business, results of operations, financial condition, liquidity and outlook of our business.

Uncertainty about current and future conditions in the global economy and global financial markets could materially and adversely affect our business, results of operations, financial condition and prospects.

Our results of operations could be adversely affected by general conditions in the global economy, including instability in financial and credit markets. We are subject to the risks arising from unfavorable changes in economic conditions, such as inflation, rising interest rates, foreign currency volatility, slower growth or a recession. 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.

In particular, the global economy experienced higher than expected inflationary pressures in 2022 and 2023, related to, among other things, continued supply chain disruptions, labor shortages and geopolitical instability. Should inflation across Southeast Asian countries, in particular in Vietnam, increase significantly, our costs, including our staff costs, may increase. Furthermore, high inflation rates could have an adverse effect on Southeast Asian countries’ economic growth, business climate and dampen consumer purchasing power. As a result, a high inflation rate in Southeast Asian countries, and Vietnam in particular, could materially and adversely affect our business, results of operations, financial condition and prospects.

In addition, the Chinese economy has experienced weaker than expected growth in 2023 following the lifting of its strict pandemic-related restrictions late last year. Any prolonged slowdown in the Chinese economy is likely to adversely impact the operations and financial conditions of a number of our partners that are based and operate in China. Furthermore, such a prolonged slowdown is likely to trigger a slowdown in the global economy, which may lead to our partners and users reducing their

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investment and spending activities. As such, a prolonged slowdown in the Chinese economy could materially and adversely affect our business, results of operations, financial condition and prospects.

Our management team has limited experience managing a public company.

Our management team has limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant reporting obligations and regulatory oversight, and the continuous scrutiny of investors and analysts. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, operating results and financial condition.

If we fail to implement and maintain an effective system of internal control over financial reporting and disclosure controls, our ability to produce timely and accurate financial statements and/or Exchange Act reports or comply with applicable regulations could be impaired, and investor confidence and the market price of the Class A ordinary shares may be materially and adversely affected.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. Prior to this offering, we were a private company with limited accounting personnel and other resources to address our internal control over financial reporting and disclosure controls and procedures. Furthermore, our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.

Our financial reporting function and system of internal controls are less developed in certain respects than those of similar companies that operate in fewer or more developed markets and may not provide our management with as much or as accurate or timely information. Our internal controls relating to financial reporting have not kept pace with the expansion of our business. In the course of auditing our consolidated financial statements for 2020, 2021 and 2022, we and our independent registered public accounting firm identified three material weaknesses in our internal control over financial reporting related to (i) ineffectively designed and implemented formal period-end financial reporting policies, procedures and controls to address complex technical accounting matters in accordance with IFRS, (ii) an insufficient number of financial reporting and accounting personnel with appropriate knowledge, skills and experience in the application of IFRS and SEC rules to prepare consolidated financial statements and related disclosures completely and accurately, and (iii) insufficient controls over IT general controls for information systems that are relevant to the preparation of financial statements. There can be no assurance that any remediation actions we have undertaken, or will undertake, will be effective or that other similar issues may not arise in the future. The Public Company Accounting Oversight Board (“PCAOB”) has defined a material weakness as “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 the annual or interim statements will not be prevented or detected on a timely basis.”

As a result of the identification of these material weaknesses, we have expended, and anticipate that we will continue to expend, significant resources to improve our internal control over financial reporting. See “Management’s Discussion and Analysis of Financial Condition and Results of

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Operations—Internal Control over Financial Reporting.” These measures include hiring and retaining personnel who are familiar with IFRS and/or PCAOB matters.

VN OpCo is currently required to report its financial performance in accordance with Vietnamese Accounting Standards (“VAS”) in accordance with applicable statutory requirements in Vietnam. VAS differs from IFRS in many material ways. The path for convergence of VAS with IFRS is only just starting and is expected to take a number of years. Most accounting personnel in Vietnam have limited familiarity with IFRS and we believe there are limited personnel in Vietnam with the level of IFRS experience we need to address the material weakness identified above. It has also been our experience that there are limited accounting personnel in Southeast Asia with experience and knowledge of PCAOB matters. While we intend to continue looking for the appropriate personnel, both inside and outside of Vietnam, it will take time to locate, hire and bring them onboard and we may not be successful in doing so and could continue to have identified but not fully addressed material weaknesses.

We can give no assurance that our planned measures will be properly implemented or will be sufficient to eliminate such material weaknesses or that material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements. For example, we restated the consolidated statements of profit or loss for 2020 and 2021 on the previously issued 2020 and 2021 consolidated financial statements to correct misstatements that arose as a result of reconsidering judgments previously applied in determining revenue recognition in our Fintech segment relating to the treatment of incentives given to Fintech customers and users, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting.” Our failure to implement and maintain effective internal controls over financial reporting could cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline of the market price of the Class A ordinary shares.

Section 404 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2024. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, as a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

In the future, during the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose

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confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of the Class A ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under securities laws and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our business or cause us to fail to meet our reporting obligations, which would likely have a negative effect on the trading price of the Class A ordinary shares.

Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.

We have in the past and may continue evaluating potential strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. The success of an acquisition, partnership or joint venture will depend on our ability to make accurate assumptions regarding the valuation, operations, growth potential, integration and other factors related to that business. We cannot assure you that our acquisitions, partnerships or joint ventures will produce the results that we expect at the time we execute or complete a given transaction. Furthermore, acquisitions may result in difficulties integrating the acquired companies, and may result in the diversion of our capital and our management’s attention from other business issues and opportunities. We may not be able to successfully integrate the operations that we acquire, including their personnel, financial systems, distribution or operating procedures, any of which could render the value of the acquisition or opportunity as worthless. If we fail to successfully work with our joint venture partners or successfully integrate acquisitions into our existing operations, our business could suffer, which would materially and adversely affect our financial condition and future plans.

In addition, our strategic investments may fail to achieve the desired strategic synergies and may result in a partial or total loss of the capital that we invested. The financial success of our investments is typically dependent on an exit in favorable market conditions. Accordingly, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms or at all. To the extent any of the companies in which we invest are not successful, which can include failure to achieve strategic business objectives as well as failure to achieve a favorable exit, we would recognize an impairment or loss on all or part of our investment.

The majority of our revenue is in Vietnamese Dong and fluctuations in foreign currency exchange rates will affect our financial results.

We currently record the majority of our revenue in Vietnamese Dong. As we expand our international operations we will gain increasing exposure to other currencies, many of which are currencies of developing economies which are subject to frequent and volatile fluctuations. In 2020, 2021 and 2022, 22.2%, 21.5% and 25.7%, respectively, of our net receipts from payment channels for Games, which is the significant business we operate internationally, was earned in currencies other than Vietnamese Dong,

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while in the six months ended June 30, 2022 and 2023, 25.1% and 24.9%, respectively, was earned in currencies other than Vietnamese Dong. We do not enter into hedging contracts to limit our exposure to fluctuations in the value of the Vietnamese Dong, or any other currency. We incur expenses for employee compensation and other operating expenses in the local currencies in the jurisdictions in which we operate. Fluctuations in the exchange rates between the Vietnamese Dong and other currencies could result in the Vietnamese Dong equivalent of such expenses being higher and/or the Vietnamese Dong equivalent of such foreign currency-denominated revenue being lower than would be the case if exchange rates were stable. There can be no assurance that fluctuations in foreign currency exchange rates will not materially and adversely affect our results of operations in future periods.

We may be unable to obtain future financing on favorable terms, or at all, to fund expected capital expenditures, potential opportunistic acquisitions and working capital requirements.

We may require funding for additional capital expenditures, potential opportunistic or strategic acquisitions, business expansion, working capital or to continue as a going concern. Our sources of additional funding, if required, may include the incurrence of debt or the issuance of equity or debt securities or a combination of both. If we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, and this could have a significant effect on our profitability and cash flows and we may be subject to additional covenants that could limit our ability to operate our business. Furthermore, in the event that we do decide to incur additional debt in the future, there can be no assurance that we will be successful in obtaining such financing on commercially reasonable terms, or at all. As a matter of market practice, commercial lending in Vietnam is mostly secured. Given we have a relatively small amount of tangible assets, which is typical for a technology company, obtaining such financing in Vietnam would be difficult, and could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain further additional capital, grow and to pursue business opportunities. Moreover, ListCo is a holding company with limited offshore assets which could impact its ability to obtain financing on commercially reasonable terms, or at all. Any failure to obtain financing could limit our ability to implement our growth strategy and could limit our ability to access cash flows from operations. Any of the foregoing could have an adverse effect on our business, financial condition and results of operations.

Our ability to raise additional funds will depend on the global economy, stability of the capital and financial markets and other factors, many of which are beyond our control. For example, financial markets have been negatively impacted by the COVID-19 pandemic and current macroeconomic trends, including high interest rates, rising inflation, and more recently, the government closures of Silicon Valley Bank and Signature Bank in the United States and liquidity concerns at other financial institutions, and concerns regarding the potential for local and/or global economic recessions. Adequate funding may not be available on terms favorable to us or at all, particularly in light of these conditions.

We have limited business insurance coverage.

Insurance products in Vietnam and the other developing markets in which we operate are currently not as extensive as those offered in more developed regions. Consistent with customary industry practice in Vietnam, our business insurance is limited and we do not carry business interruption insurance to cover our operations or key person insurance. Further, we maintain a limited policy for cyber insurance and in the event of a major hack, system outage or impact to our network our limited cyber insurance policy may not cover all of the losses sustained. We have determined that the costs of insuring for related risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured damage to our platforms, technology infrastructure or disruption of our business operations could require us to incur substantial costs and divert our resources, which could have an adverse effect on our business, financial condition and results of operations.

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We are subject to risks related to litigation, including intellectual property claims, consumer protection actions and regulatory disputes, and have been sued in the United States District Court for the Central District of California for alleged copyright infringement of musical recordings.

We may be, and in some instances have been, subject to claims, lawsuits, government investigations, and other proceedings relating to intellectual property, consumer protection, privacy, labor and employment, import and export practices, competition, securities, tax, marketing and communications practices, commercial disputes and other matters. The number and significance of our legal disputes and inquiries have increased as we have grown larger, as our business has expanded in scope and geographic reach, and as our services have increased in complexity. Moreover, becoming a public company will raise our public profile, which may result in increased litigation as well as increased public awareness of any such litigation. There is substantial uncertainty regarding the scope and application of many of the laws and regulations to which we are subject, which increases the risk that we will be subject to claims alleging violations of those laws and regulations. We may also be accused of having, or be found to have, infringed or violated third-party intellectual property rights.

We are subject to legal proceedings in the District Court for the Central District of California brought by Lang Van, Inc., a producer and distributor of Vietnamese music and entertainment, alleging copyright infringement of its musical recordings through our Zing MP3 application. Although the case was dismissed by the lower court for lack of jurisdiction, a three-judge panel of the United States Court of Appeals for the Ninth Circuit reversed the lower court’s dismissal in July 2022 for lack of jurisdiction and remanded for further proceedings. We were unsuccessful in petitioning the United States Court of Appeals for the Ninth Circuit for panel rehearing or rehearing en banc in connection with the exercise of jurisdiction. We were also unsuccessful in petitioning the United States Supreme Court to review the United States Court of Appeals for the Ninth Circuit’s decision, and are preparing to continue the legal proceedings in the District Court for the Central District of California. We continue to dispute the allegations of wrongdoing and intend to continue vigorously defending ourselves.

The Lang Van and other legal proceedings could materially and adversely impact us due to their costs, diversion of our resources, negative publicity that could significantly harm our reputation and other factors. We may decide to settle legal disputes on terms that are unfavorable to us. Furthermore, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that we may not choose to appeal or that may not be reversed upon appeal. We may have to seek a license to continue practices found to be in violation of a third party’s rights. If we are required, or choose to enter into, royalty or licensing arrangements, such arrangements may not be available on reasonable terms, or at all, and may significantly increase our operating costs and expenses. As a result, we may also be required to develop or procure alternative non-infringing technology or discontinue the use of technology, and doing so could require significant effort and expense, or may not be feasible. In addition, the terms of any settlement or judgment in connection with any legal claims, lawsuits, or proceedings may require us to cease some or all of our operations, or pay substantial amounts to the other party which may be even greater if we are found to have willfully infringed upon a party’s intellectual property and could materially and adversely affect our business, financial condition and results of operations.

Our results of operations fluctuate due to seasonal variations.

Our business is impacted by seasonality. For example, sales of in-game purchases are typically highest in our second and third quarters during the summer months and other periods when school is not in session as our business tends to benefit from users’ increased leisure time. After schools resume classes, we typically see a drop in our gaming revenue. Revenue earned through our Adtima and Zalo Ads business tend to be highest in our fourth and first quarters leading up to the annual festive periods and the Lunar New Year, which typically occurs within January and February. As a result our advertisement business typically experiences stronger revenue in the fourth quarter as

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compared to the rest of the year. Investors should not place undue reliance on any particular set of quarterly results or quarter-to-quarter comparisons of our results and instead should review our results on an annual basis to the extent possible.

The industry data, estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and expectations about market growth included in this prospectus, including from Newzoo and F&S, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The information and data prepared by Newzoo and F&S were commissioned by us. Moreover, the geographic markets and industries we operate in are not rigidly defined or subject to standard definitions and are the result of subjective interpretation. Any discrepancy in the interpretation thereof could lead to different industry data, measurements, projections and estimates and result in errors and inaccuracies. For example, we provide certain information about our total addressable market. These estimates of total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that we have not independently verified. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, if at all. For these reasons, you should not place undue reliance on such information. Even if the markets in which we compete meet the size estimates and growth expectations included in this prospectus, our business could fail to grow for a variety of reasons, which could adversely affect our results of operations. For more information regarding the estimates of market opportunity and the expectations about market growth included in this prospectus, see “Our Market Opportunity.”

Risks Related to Our Corporate Structure, Restrictions on Our Industry and Doing Business in Vietnam and Southeast Asia

Our corporate structure is unprecedented and has not been tested in any court. If the Vietnamese authorities determine that our contractual arrangements with VN HoldCo are not in compliance with applicable law, we could be subject to severe penalties and the value of the Class A ordinary shares could decline significantly.

ListCo’s contractual arrangements with VN HoldCo pursuant to the Cooperation Agreement, and VN HoldCo itself, are important to our corporate structure and governance after the completion of the Reorganization and this offering. For example, the Cooperation Agreement is designed to:

• allow ListCo to hold an indirect effective interest in VN OpCo that is in excess of the 49% of VN OpCo’s charter capital that may be directly held by foreign investors under Vietnam’s Law on Investment;

• allow our Vietnamese employees and other Vietnamese shareholders of VN OpCo to achieve liquidity in their investment at a valuation that is based upon the market value of ListCo’s Class A ordinary shares; and

• when taken together with the charter of VN HoldCo, increase ListCo’s ability to control the direction of management and give ListCo greater rights to direct the relevant activities of VN OpCo.

These contractual and governance arrangements are bespoke and highly structured. Before making a decision to invest in the Class A ordinary shares being sold in this offering, you should carefully examine the section entitled “Our Corporate Structure,” which describes our corporate structure, the relationship and contractual arrangements between ListCo and VN HoldCo, including the Cooperation Agreement, and the governance at VN OpCo and VN HoldCo in greater detail.

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Our corporate structure is unprecedented in Vietnam, and the Cooperation Agreement and the charter of VN HoldCo contain innovations that are generally untested before Vietnamese regulators and courts. These innovations include:

• provisions to facilitate the governance of our group as a whole, such as the undertaking required to be given to ListCo by every holder of ordinary shares of VN HoldCo (other than Qualifying Shares) that, subject to applicable law, the board of directors of VN HoldCo will comprise the same individuals who serve as directors of the board of directors of ListCo at the time of IPO and all times thereafter;

• provisions to discourage unsolicited merger, takeover or other change of control transactions, such as the requirement in VN HoldCo’s charter that, except with respect to the Qualifying Shares, only Vietnamese nationals who are both (i) “officers” (as defined in Rule 16a-1 under the Exchange Act) of VN OpCo (or any of its direct or indirect parent companies) and (ii) holders of Class B ordinary shares in ListCo are eligible to be shareholders of VN HoldCo; and

• provisions to align the interests of the holders of the non-controlling interest in VN OpCo with those of the holders of Class A ordinary shares in ListCo, in particular by allowing conversion from time-to-time of ordinary shares of VN OpCo into cash based upon the market value of the Class A ordinary shares.

While ListCo, VN HoldCo and VN OpCo will make registrations and obtain regulatory approvals in Vietnam for certain aspects of the Reorganization—such as for the acquisition by ListCo of its 49% direct equity interest in VN OpCo and by VN HoldCo of its 21.3% direct equity interest in VN OpCo and related filings and for the transfer, upon the completion of this offering, of the non-Vietnamese direct and indirect subsidiaries of VN OpCo to become subsidiaries of ListCo, without intermediate Vietnamese holding companies—under current Vietnamese law, no regulatory authority in Vietnam has passed upon or approved the Cooperation Agreement, ListCo’s indirect effective interest in VN OpCo or the offer of the Class A ordinary shares that are being sold in this offering.

Corporate law, corporate governance and securities law are considerably less developed in Vietnam than in the United States and other developed market economies. In addition, Vietnamese legislation often contemplates implementing regulations that have not yet been promulgated or have been promulgated only recently, leaving substantial gaps in the regulatory infrastructure. Rules and regulations can change rapidly and their implementation by the relevant authorities is not always coordinated and may be contradictory. In the context of Vietnam’s evolution toward a market economy, the lack of consensus about the scope, content and pace of economic and political reforms can at times result in ambiguities, inconsistencies and anomalies in the overall Vietnamese legal system. Moreover, the administrative apparatus of the Vietnamese state is susceptible to formalistic, form-over-substance consideration of matters before it, is not immune from economic, political and nationalistic influences and is relatively inexperienced in the area of business and corporate law. See also “—Inherent uncertainties in the legal systems in our core markets, in particular Vietnam, could adversely affect us.”

In particular, there is substantial ambiguity concerning the applicability of the Law on Competition No. 23/2018/QH14 dated June 12, 2018 and effective from July 1, 2019 (the “2018 Competition Law”) to certain of the transactions that will be consummated upon the completion of this offering and the Reorganization. The 2018 Competition Law, and Decree No. 35/2020/ND-CP dated March 24, 2020 implementing a number of provisions of the 2018 Competition Law (as taking effective from May 15, 2020) (“Decree 35/2020”), set up a new merger control regime under which certain transactions (so-called “economic concentrations”) must be notified and approved by the competent competition authority in Vietnam before closing if any of the notification thresholds, which are based upon asset or

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turnover value of the parties, transaction value or the parties’ combined market share, is met. Economic concentration includes the “acquisition of an enterprise,” which is defined as the direct or indirect acquisition by one enterprise of all or part of the equity interests or assets of another enterprise sufficient to control or dominate the target enterprise. The concept of “control” or “domination” is assumed to exist, among other scenarios, if the acquiring enterprise acquires ownership of more than 50% of the charter capital or voting shares in the target enterprise. “Control” or “domination” also exists if the acquiring enterprise obtains the right to:

• directly or indirectly appoint or dismiss a majority or all members of the board of management, chairman of the members’ council, director or general director of the target enterprise;

• amend the charter of the target enterprise; or

• decide important matters in the operation of the target enterprise, such as business lines, geographical areas and forms of business or the scale of business; and the form and method of raising, allocating and using the target enterprises capital sources for business operations.

Prior to ListCo’s acquisition of a 49% direct equity interest in VN OpCo, we made a submission to the VCCA, which was the then current competent competition authority in Vietnam, describing ListCo’s prospective acquisition of a 49% direct equity interest in VN OpCo and of a practical ability (as a matter of IFRS) to direct the relevant activities of VN OpCo. As ListCo’s power over VN OpCo—whether prior to or after the completion of this offering and the Reorganization—does not fall squarely within any of the scenarios giving rise to an economic concentration within the meaning of the 2018 Competition Law and Decree 35/2020, we consulted with the VCCA and, after the consultation, the VCCA returned our submission. We subsequently submitted a consultation letter describing only ListCo’s potential acquisition of the 49% direct equity interest in VN OpCo. The VCCA then stated that the acquisition of the 49% direct equity interest in VN OpCo did not result in an economic concentration and that, if any future transaction gave rise to an economic concentration within the meaning of the 2018 Competition Law and Decree 35/2020, the VCCA or the VCC (as the current competent competition authority in Vietnam) should be notified and consulted.

The VCCA’s position may have also taken into account that the 2018 Competition Law does not provide any specific exception for intra-group restructurings, such as the Reorganization, and that the new competition authority to be created under the 2018 Competition Law, the VCC, which had not yet been created at the time of our prior consultation. Nevertheless, we cannot assure you that the VCC, will not take the position, including upon the completion of this offering and the Reorganization, that an economic concentration exists that is, or should have been, subject to Vietnam’s merger control regime. In such a case, the remedies available to the Vietnamese authorities under the 2018 Competition Law include administrative sanctions of up to 5% of “total revenue in the relevant market” in the fiscal year preceding the year when the economic concentration violation occurred (without specific guidance on how this is calculated or applied), the cancelation and revocation of future delivery, the de-merger or splitting of the entities involved in any prohibited transaction, or compulsory control by the state of the selling/buying price of the relevant goods or services involved.

The form or application of these or other penalties that might arise from any action against us by the Vietnamese authorities are uncertain, but likely would be materially adverse to ListCo and holders of its Class A ordinary shares. For example, authorities in Vietnam could permanently block the transfer of the ordinary shares in VN OpCo that ListCo has purchased from VN HoldCo for future delivery, or require that they be sold to specified persons (such as eligible Vietnamese investors), for specified amounts, by a specified deadline or in another manner that may lead to a sale at a depressed valuation, thus preventing us from recovering fair value or, in the extreme, any value. Vietnamese

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authorities could take other actions that could materially adversely affect the value of the Class A ordinary shares in ListCo, such as:

• suspending, not renewing, delaying or revoking business and operating licenses held by VN OpCo or its Vietnamese subsidiaries, which would require us to discontinue or restrict our operations;

• blocking VN OpCo’s websites or applications;

• imposing administrative sanctions and criminal penalties, including fines and imprisonment, on VN OpCo, VN HoldCo, ListCo or our executive officers or directors;

• requiring that the Cooperation Agreement be terminated or sales of VN OpCo shares thereunder be rescinded or considered voided ab initio; or

• restricting VN OpCo’s and/or VN HoldCo’s ability to issue new shares, or to enter into intercompany arrangements with ListCo.

Any of these actions or other regulatory enforcement actions could cause a substantial loss in the value of an investment in the Class A ordinary shares in ListCo. These remedies or the invalidation by Vietnamese authorities of any legal provision that we have designed with a view to facilitate this offering and the Reorganization could require us to expend substantial financial resources to defend or seek to enforce our legal rights. It could also require our senior management to devote significant time and attention to these matters, distracting our senior management from its day-to-day duties and the management of our business and operations. Moreover, our business could be adversely affected if the Vietnamese authorities were to prohibit or limit the ability of the holders of the non-controlling interest in VN OpCo, which include many of our employees and members of senior management, from converting their ordinary shares of VN OpCo into cash based upon the market value of the Class A ordinary shares. See “—The alignment of your interests with the interests of the holders of the non-controlling interest in VN OpCo depends largely on the Cooperation Agreement, and in particular the effectiveness of its provisions to convert ordinary shares in VN OpCo into cash based upon the market value of the Class A ordinary shares.”

ListCo’s indirect effective interest in VN OpCo via VN HoldCo and provisions of the Cooperation Agreement and the charter of VN HoldCo may be subject to legal and regulatory scrutiny, investigations and disputes, and its legality, validity or enforceability could be challenged by these authorities. We have been advised by Allen & Overy Legal (Vietnam) LLC, our Vietnamese legal counsel, that, based on its understanding of Vietnam’s laws or regulations currently in effect, including Vietnam’s Law on Investment and of implementing regulations as currently in effect, our and VN HoldCo’s entry into the Cooperation Agreement and the consummation of the transactions contemplated thereunder, including giving effect to this offering and the Reorganization, will not result in any violation of the applicable Vietnamese laws or regulations currently in effect. Allen & Overy Legal (Vietnam) LLC has further advised us, however, that there are substantial uncertainties regarding the interpretation and application of current or future Vietnamese laws and regulations and there can be no assurance that the Vietnamese government and/or regulators will not challenge our interpretation of Vietnam’s Law on Investment, the 2018 Competition Law and any provisions of the Cooperation Agreement.

If facts and circumstances involving the Cooperation Agreement or ListCo’s relationship with VN HoldCo were to change, it could lead to a reduction in ListCo’s indirect effective interest in VN OpCo or, if there is a loss of control, deconsolidation of VN OpCo in ListCo’s consolidated financial statements.

While ListCo’s control over VN OpCo does not depend on ListCo’s Cooperation Agreement with VN HoldCo, by entering into the Cooperation Agreement and consummating the transactions

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thereunder upon the completion of this offering, ListCo will increase its ability to control the direction of management and receive greater rights to direct the relevant activities of VN OpCo. See “Unaudited Consolidated Pro Forma Financial Information” for details of ListCo’s assessment that, based on its 49% direct equity interest in VN OpCo and other factors such as the dispersion and historical voting patterns of the remaining shares in VN OpCo, ListCo has control over VN OpCo. Entry into the Cooperation Agreement will also permit ListCo to increase the variable returns from its involvement with VN OpCo and is expected to lead ListCo to assess, upon the completion of this offering, that it also controls VN HoldCo and therefore will be required to consolidate VN HoldCo (in addition to but independent of the consolidation of VN OpCo) under IFRS.

If facts and circumstances indicate that there have been changes to one or more of the elements of control that are the basis of ListCo’s consolidation of VN OpCo and/or VN HoldCo, ListCo would be required to re-assess whether it continues to control these entities and/or the extent of its controlling interest under IFRS. The outcome of any such re-assessment would depend on the facts and circumstances at the time and cannot be guaranteed.

Even if there has been no loss of control by ListCo over VN OpCo, changes in facts and circumstances could result in a reduction of ListCo’s indirect effective interest in VN OpCo, which will stand at 21.3% at the completion of this offering and the Reorganization. For example, if the Cooperation Agreement or other aspects of ListCo’s involvement with VN HoldCo were to be challenged by the Vietnamese authorities, it could potentially lead to an equity transaction reducing the indirect effective interest that ListCo holds in VN OpCo via VN HoldCo at the time of such challenge.

In addition, if facts and circumstances were to change to an extent such that there is a loss of control by ListCo over VN OpCo—for example, if the Vietnamese authorities were to require that the ordinary shares in VN OpCo that were sold for future delivery to ListCo under the Cooperation Agreement be disposed of in a manner that required ListCo to conclude, upon re-assessment of the facts and circumstances at the time, that, notwithstanding its 49% direct equity interest in VN OpCo, there had been an adverse change in the dispersion of the remaining shares in VN OpCo, the number of other investors that would be required to outvote ListCo or rights arising from other contractual arrangements that resulted in a loss of ListCo’s power over VN HoldCo—then that would lead to deconsolidation of VN OpCo, which would result in de-recognition of VN OpCo’s assets, liabilities, non-controlling interests and other components of equity and results of operation and cash flows in the consolidated financial statements of ListCo. Separately, the nature of ListCo’s investment in VN OpCo at that time of control being lost would be re-assessed to determine the accounting for the interest that ListCo retains.

See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus for the consequences of a loss of control over a subsidiary versus a change in the ownership interest of a subsidiary without a loss of control.

ListCo is a holding company, with no material operations of its own, and its ability to pay expenses and obligations, including payments under the Cooperation Agreement, is limited by our corporate structure. Moreover, foreign exchange controls may limit our ability to use our revenue and cash effectively and thus affect the value of your investment.

ListCo is a holding company with no material operations of its own. As a holding company with no independent means of generating revenue, ListCo will be dependent on retaining a portion of the proceeds from this offering and dividends or other distributions from its consolidated entities to pay its expenses, including expenses related to operations and obligations under the Cooperation Agreement. We expect our expenses to increase as a public company with increased personnel cost in accounting, technology and compliance-related teams.

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While our consolidated revenue, cash flows and assets represent a mix of onshore and offshore operations, the majority of our operations are and are expected to remain in Vietnam. Specifically, 86.6% and 85.6% of our total assets as of December 31, 2022 and June 30, 2023, respectively, were located in Vietnam and 79.3% and 78.0% of our revenue for the periods then-ended, respectively, were derived from our operations in Vietnam. Depending on our growth, strategy and funding ability outside Vietnam, we may require dividend payments from VN OpCo to fund any cash and financing requirements that we may have outside Vietnam. Because any such dividends would be required to be paid pro rata to all of VN OpCo’s shareholders, including holders of the non-controlling interest, it would be inefficient from a corporate financing perspective for VN OpCo to pay dividends solely for purposes of financing our expenditures outside Vietnam.

Moreover, Vietnam has historically imposed exchange control mechanisms designed to limit foreign currency outflows, generally requiring the use of Vietnamese Dong in domestic transactions and attempting to channel foreign currencies into its banking system. Under current Vietnamese foreign exchange control regulations, any person may exchange Vietnamese Dong into foreign currency at exchange rates quoted by licensed Vietnamese credit institutions so long as the person declares the intended use of the foreign currency and provides appropriate supporting documents of the intended use. The intended use must be for a transaction which is permitted to be paid in foreign currency under the foreign exchange control regulations, such as repayment of a valid offshore obligation.

While the payment of dividends by a Vietnamese company would typically be a permitted use of foreign currency under the foreign exchange control regulations should VN OpCo pay a dividend or other cash distribution on its ordinary shares, it is unclear whether, with respect to the shares in VN OpCo that we have purchased for future delivery, VN HoldCo would be able to procure the relevant approvals to timely convert Vietnamese Dong into foreign currency and remit the funds outside Vietnam pursuant to its obligations under the Cooperation Agreement. See “Our Corporate Structure—Cooperation Agreement with VN HoldCo.” Consequently, we may become more reliant on dividends from our subsidiaries outside Vietnam.

ListCo is expected to facilitate conversions of ordinary shares in VN OpCo into cash, thereby changing the composition of our capital structure and potentially diluting holders of Class A ordinary shares.

As described in “Our Corporate Structure—Onshore to Offshore and Cash Conversion—Quarterly Cash Conversion of Ordinary Shares in VN OpCo,” after the expiration of the period ending 180 days after the date of this prospectus, we intend to commence quarterly offers to purchase ordinary shares in VN OpCo for cash from holders of the non-controlling interest in VN OpCo.

The timing, number and price of ordinary shares in VN OpCo that we repurchase pursuant to these offers will depend on factors including general business and market conditions and alternative investment opportunities. These repurchases, however, may be regular and substantial. To fund them, we may rely on external financing, which may include debt. If we issue Class A ordinary shares to fund these purchases, it will dilute our existing Class A ordinary shareholders. See “Management’s Discussion and Analysis of Results of Operations—Liquidity and Capital Resources.”

The alignment of your interests with the interests of the holders of the non-controlling interest in VN OpCo depends largely on the Cooperation Agreement, and in particular the effectiveness of its provisions to convert ordinary shares in VN OpCo into cash based upon the market value of the Class A ordinary shares.

As described in more detail in “Our Corporate Structure—Onshore to Offshore and Cash Conversion,” we believe ownership of ListCo’s Class A ordinary shares by Vietnamese persons would

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require approvals under Vietnamese law that, as of the date of this prospectus, have not been sought or obtained. As of the date of this prospectus, Vietnamese persons, including our founder, co-founder and other Vietnamese employees, hold a 29.7% direct equity interest in VN OpCo. These persons hold no economic interest in ListCo, and their economic interest in the equity of our group companies is solely indirectly, at the VN OpCo level.

Moreover, upon the completion of this offering and the Reorganization, these persons will suffer a decrease in the book value of their investment in VN OpCo as a result of the transfer, for no consideration to these persons, of the non-Vietnamese direct and indirect subsidiaries of VN OpCo to become subsidiaries of ListCo. See “Our Corporate Structure—The Reorganization—Reorganization of Interests in Non-Vietnamese Subsidiaries.”

As a result of these factors, and the relatively low expected liquidity and pricing of ordinary shares in VN OpCo once they are traded on UPCOM, as described below in “—The ordinary shares in VN OpCo are registered for trading on UPCOM, but we expect trading on that domestic exchange to be irregular, illiquid and below fair value,” the Cooperation Agreement contains provisions to permit the holders of the non-controlling interest in VN OpCo—or, in other words, the Vietnamese shareholders of VN OpCo, including our founder, co-founder and other Vietnamese employees, other than VN HoldCo—to convert their ordinary shares in VN OpCo into Class A ordinary shares if and when they receive individual approval from the requisite governmental authorities in Vietnam. Additionally, at the discretion of ListCo’s board of directors and subject to certain limitations, ListCo (acting through VN HoldCo, pursuant to the terms of the Cooperation Agreement) expects to make offers to purchase ordinary shares in VN OpCo from time to time at a valuation that is based upon the market value of the Class A ordinary shares. See “Our Corporate Structure—Onshore to Offshore and Cash Conversions.” We expect that these conversions will be at a substantial premium to the offers otherwise available to the holders of the non-controlling interest in VN OpCo, whether on UPCOM or otherwise.

The viability of these conversions pursuant to the Cooperation Agreement therefore will, we believe, be material to the alignment of the interests of the holders of the non-controlling interest in VN OpCo and holders of the Class A ordinary shares. If these conversions were to be available infrequently or on terms that were insufficiently attractive to the holders of the non-controlling interest in VN OpCo, or if these conversions are not feasible for regulatory or other reasons, then the interests of these holders may diverge from yours as a holder of Class A ordinary shares and a core feature of our corporate structure will be removed. In those circumstances, we cannot be certain what course of action the holders of the non-controlling interest in VN OpCo would pursue, but those who are employees might become less incentivized by equity compensation or require greater cash compensation to continue to perform their duties. Holders of the non-controlling interest in VN OpCo might also voice their discontent, including to the press or on social media, which might spur or increase regulatory scrutiny or enforcement action in relation to our corporate structure.

Moreover, our founder and our co-founder—who, after giving effect to this offering and the Reorganization will collectively control a majority of our voting power and have the ability to appoint and remove a majority of our directors—are part of the holders of the non-controlling interest in VN OpCo. Their interests may not be aligned with yours as a holder of Class A ordinary shares and, subject to fiduciary duties and contractual and other elements of our corporate structure (including, in particular, matters subject to the protections described in “Description of Share Capital—Certain Matters Requiring Special Board Approval”), they may pursue their interests rather than yours, or they may have other potential conflicts of interest with us.

We cannot assure you that, if divergences or conflicts of interest arise, the holders of the non-controlling interest in VN OpCo (including our founder and co-founder) will act in our best interests or that such conflicts will be resolved in our favor. If we cannot resolve any conflict of interest or dispute

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between us and these persons, we would have to rely on legal proceedings, which could result in significant costs and disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings. So long as our corporate structure continues to have a substantial non-controlling interest at the VN OpCo level, it will significantly influence our corporate decisions.

The ordinary shares in VN OpCo are registered for trading on UPCOM, but we expect trading on that domestic exchange to be irregular, illiquid and below fair value.

As described in “Our Corporate Structure—The Reorganization—Disposition of Treasury Shares; Registration on UPCOM,” VN OpCo has registered its ordinary shares for trading on UPCOM in accordance with the requirements for public companies in Vietnam. Although UPCOM is effectively a transitional exchange, set up to encourage unlisted public companies to participate in the securities market with a view toward a full listing on one of the main markets in Vietnam, we do not currently intend to seek a full listing of VN OpCo and, in the future, subject to regulatory considerations, the composition of our shareholder base (including as a result of conversions under the Cooperation Agreement), and market expectations, we may seek for VN OpCo to become classified as a private company again and, consequently, deregistered for trading on UPCOM.

For so long as the ordinary shares in VN OpCo remain eligible for trading on UPCOM, we expect that the liquidity and valuation of those shares in the Vietnamese domestic market will be substantially lower than the liquidity and valuation of the Class A ordinary shares. To date, trading on UPCOM has been characterized by less transparency, low liquidity and thin trading volumes. Market making and market infrastructure on UPCOM are underdeveloped compared to larger exchanges or exchanges in countries that are more developed than Vietnam. We do not believe the trading price of ordinary shares in VN OpCo on UPCOM to be representative of fair value. The price at which the ordinary shares in VN OpCo are traded on UPCOM, to the extent it is perceived to be material to us or the value of the Class A ordinary shares, could cause a decline in the price or irregular trading of the Class A ordinary shares.

The initial public offering price for the Class A ordinary shares being sold in this offering is determined by negotiation between us and the underwriters based upon several factors, but not with reference to the trading price of the ordinary shares in VN OpCo on UPCOM.

Additionally, as with other exchanges in Vietnam, trading on UPCOM is required to take place within trading bands based on a reference price. Although waivers for trades outside the trading bands are available, they are subject to the approval of the Vietnamese authorities and, in general, the trading bands dampen liquidity and limit price discovery. If we are required to complete trades on UPCOM to facilitate conversions of ordinary shares in VN OpCo into cash pursuant to the Cooperation Agreement, it could be difficult for us to complete those transactions within the timing, pricing and volume that we desire. See also “—The alignment of your interests with the interests of the holders of the non-controlling interest in VN OpCo depends largely on the Cooperation Agreement, and in particular the effectiveness of its provisions to convert ordinary shares in VN OpCo into cash based upon the market value of the Class A ordinary shares.”

Changes in the political, economic or social conditions or government policies in Vietnam and Southeast Asia could materially and adversely affect our business and operations.

Our operations, results of operations and prospects will be influenced to a significant degree by political, economic, regulatory and social conditions in Vietnam and Southeast Asia.

The Vietnamese and Southeast Asian economies differ from developed markets in many respects, including the level of government involvement, level of development, growth rate, control of

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foreign exchange and regulation of industry. Risks related to the economic, political and social conditions in Vietnam and Southeast Asia include:

• inconsistent and evolving regulations, licensing and legal requirements may increase our operational risks and cost of operations;

• currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed;

• the effects of inflation within Southeast Asia generally and/or within any specific country in which we operate may increase our cost of operations;

• governments or regulators may impose new or more burdensome regulations, taxes or tariffs, such as a consumption tax on online games;

• political changes may lead to changes in the business, legal and regulatory environments in which we operate;

• economic downturns, political instability, civil disturbances, acts of violence, war, military conflict, religious or ethnic strife, terrorism and general security concerns may negatively affect our operations;

• enactment or any increase in the enforcement of regulations, including those related to personal data protection and localization and cybersecurity, may incur compliance costs;

• health epidemics, pandemics or disease outbreaks (including the COVID-19 outbreak) may affect our operations and demand for our products and services; and

• natural disasters like volcanic eruptions, floods, typhoons and earthquakes may impact our operations severely.

As a result, future political, economic and social conditions in Vietnam and Southeast Asia; unforeseen events, as well as certain actions and policies that the Vietnamese government or governments throughout Southeast Asia may or may not take or adopt; and political turmoil or shifts in staff and regulators in Vietnamese or Southeast Asian authorities which create uncertainties, could materially and adversely affect our business, financial condition and results of operations.

Emerging markets such as Vietnam and the other countries in which we operate are subject to greater risks than more developed markets, and financial turmoil in any emerging market could disrupt our business, as well as cause the price of the Class A ordinary shares to fall.

Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors should also note that emerging markets such as Vietnam are subject to rapid change and that the information set out herein may become outdated relatively quickly. Moreover, financial turmoil in any emerging market country tends to adversely affect other emerging market countries. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in Vietnam and adversely affect the Vietnamese economy and our business. In addition, during such times, emerging market companies can face severe liquidity constraints as foreign funding sources are withdrawn. Thus, even if the Vietnamese economy remains relatively stable, financial turmoil in any emerging market country could seriously disrupt our business, as well as result in a decrease in the price of the Class A ordinary shares.

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United States anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar rules and regulations in the jurisdictions in which we operate are complex and the regulatory and political regimes under which we operate are volatile. Our failure to comply with the relevant laws and regulations could subject us to civil, criminal and administrative penalties and harm our reputation.

Doing business on a worldwide basis requires us to comply with the laws and regulations of various foreign jurisdictions, including those not specifically related to our industry. These laws and regulations place restrictions on our operations, trade practices, partners and investment decisions. In particular, our operations are subject to U.S. and foreign anti-corruption laws and regulations, including the Foreign Corrupt Practices Act (the “FCPA”). As a result of doing business in foreign countries and with foreign partners, we are exposed to a heightened risk of violating such laws.

The FCPA prohibits us and our officers, directors, employees, and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing, or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or securing any improper business advantage. It also requires us to keep books and records that accurately and fairly reflect our 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 our business, reputation, financial condition, and results of operations.

As part of our business, we deal with regulators and other state-owned enterprises, the employees of which are considered foreign officials for purposes of the FCPA. Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption, and in some cases payments which may violate the FCPA are considered normal ways of conducting business in these locations.

Violations of anti-corruption laws, anti-bribery, anti-money laundering, financial and economic sanctions, and similar rules and regulations are punishable by civil penalties, including fines, injunctions, asset seizures and revocations or restrictions of licenses, as well as criminal fines and imprisonment. We have established policies and procedures designed to assist our compliance with applicable U.S. and international anti-corruption laws and regulations, including the FCPA, and have trained our employees to comply with these laws and regulations. However, there can be no assurance that any of our employees, consultants, agents or other associated persons will not take actions in violation of our policies and these laws and regulations, and that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage or provide a defense to any alleged violation. In particular, we may be held liable for the actions that our local strategic partners take inside or outside of the United States, even though our partners may not be subject to these laws. Our continued international expansion, including in developing countries, and our development of new partnerships and joint venture relationships worldwide, could increase the risk of anti-corruption laws, anti-bribery, anti-money laundering, financial and economic sanctions, or similar violations in the future. Such a violation, even if our policies prohibit it, could materially and adversely affect our reputation, business, results of operations and financial condition.

Inherent uncertainties in the legal systems in our core markets, in particular Vietnam, could adversely affect us.

When compared to many developed economies, the legal systems in Vietnam, Southeast Asia, LatAm and the other markets in which we may operate are not be as developed nor provide as robust protections to private businesses. The laws and regulatory apparatus affecting these economies 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 the United States. Policy changes and interpretations of applicable laws may produce unexpected consequences, which could have an

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adverse effect on domestic business operators. For example, although in recent years the legal system in Vietnam has been moving towards increasingly sophisticated, transparent access for investors, uncertainties and limitations still exist in relation to the interpretation and enforcement of laws like Vietnam’s Civil Code, Commercial Law, Vietnam’s Law on Investment and Vietnam’s Law on Enterprises, which impact related regulations and accordingly business activities, corporate government and shareholders’ rights. Authorities in Vietnam and in some of our other markets retain considerable discretion in how their laws are enforced, and enforcement can be unpredictable and inconsistent. Even if we believe that we have complied with a law, rule or regulation as generally understood in Vietnam and/or in accordance with the advice of legal counsel, there is no guarantee that the relevant regulators will agree that we have complied, in particular on matters that allow for subjectivity or interpretation. Moreover, as the industries in which we operate are relatively new in Vietnam, legislative intent and interpretation regarding new concepts and technologies might conflict, be unclear and evolving. As the legal systems in these jurisdictions develop, inconsistencies and uncertainties in their laws and regulations are likely to be addressed as new laws are interpreted and refined and older laws are repealed or updated. We cannot assure you when the legal system in Vietnam, Southeast Asia and LatAm will obtain the level of certainty and predictability of other jurisdictions with more developed legal systems.

An adverse determination by tax authorities on the tax positions we will take in connection with part or all of the Reorganization and other transactions could expose us to additional tax liabilities.

We exercise significant judgment in determining our provision for taxes and there may be transactions and calculations where the proper tax treatment is uncertain, including in connection with the Reorganization. Our determinations are not binding on the applicable taxing authorities, including the Ministry of Finance and its General Department of Taxation in Vietnam. There are often transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities in Vietnam. Although we believe our tax estimates are reasonable, the final determination in a tax audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns. An assessment of additional taxes in such circumstances could result in a material adverse effect on our tax provisions, net income or cash flows in the period or periods for which that determination is made.

Risks Related to this Offering and Class A Ordinary Shares in ListCo

The manner of appointing and/or removing directors of ListCo has the effect of concentrating voting power with certain holders of ListCo’s ordinary shares, which will substantially limit your ability to influence the outcome of important transactions, including a change in control.

ListCo’s directors will be nominated and/or removed in a manner that concentrates power within certain of ListCo’s shareholders and will prevent most of its shareholders from participating in the selection of the directors of ListCo. Specifically, even though holders of Class A ordinary shares will be entitled to nominate for appointment and/or removal one director (or two directors if ListCo’s board of directors comprises seven or more members), such right may only be exercised by a holder of Class A ordinary shares holding no less than 25% of the votes attaching to the issued Class A ordinary shares in aggregate (either directly or together with its “affiliates,” as such term is defined in Rule 405 under the Securities Act). Holders of Class B ordinary shares will be entitled to nominate for appointment and/or removal all other directors.

Accordingly, only ListCo’s largest Class A ordinary shareholders and ListCo’s Class B ordinary shareholders will be in a position to nominate and/or remove the directors of ListCo. See “Description of Share Capital” and “Principal Shareholders.” These shareholders may have interests that differ from yours and may nominate directors that you oppose. This concentrated control is likely to have the

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effect of limiting the likelihood of an unsolicited merger proposal, unsolicited tender offer or proxy contest for the removal of directors. As a result, our governance structure may have the effect of depriving you of an opportunity to sell your Class A ordinary shares at a premium over prevailing market prices and make it more difficult to replace our directors and management.

An active trading market for the Class A ordinary shares may not develop and the trading price for the Class A ordinary shares may fluctuate significantly.

The Class A ordinary shares in ListCo will be traded on Nasdaq. Prior to the completion of this offering, there has been no public market for the Class A ordinary shares, and we cannot assure you that a liquid public market for the Class A ordinary shares will develop. If an active public market for the Class A ordinary shares does not develop following the completion of this offering, the market price and liquidity of the Class A ordinary shares may be materially and adversely affected. The initial public offering price for the Class A ordinary shares being sold in this offering was determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of the Class A ordinary shares after this offering will not decline below the initial public offering price. As a result, investors may experience a significant decrease in the value of their Class A ordinary shares.

The trading price of the Class A ordinary shares is likely to be volatile, which could result in substantial losses to investors.

The trading price of the Class A ordinary shares in ListCo is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations similar to ours that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for the Class A ordinary shares may be highly volatile for factors specific to the operations of VN OpCo and other subsidiaries of ListCo, including the following:

• variations in our revenue, earnings, cash flow and data related to our user base or user engagement;

• announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

• announcements of new product and service offerings, solutions and expansions by us or our competitors;

• changes in financial estimates by securities analysts;

• detrimental adverse publicity about us, our platforms or our industries;

• additions or departures of key personnel;

• release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

• potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which ListCo’s Class A ordinary shares trade.

In the past, shareholders of public companies have often brought securities class action suits against companies following periods of instability in the market price of their securities. If we are involved in a class action suit, it could divert a significant amount of our management’s attention and

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other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could materially and adversely affect our financial condition and results of operations.

ListCo’s dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of ListCo’s Class A ordinary shares may view as beneficial.

ListCo’s authorized share capital is divided into Class A ordinary shares and Class B ordinary shares. Except as set out below, holders of Class A ordinary shares and Class B ordinary shares will vote together as one class on all matters presented to the shareholders of ListCo. Each Class A ordinary share is entitled to one vote on all matters subject to the vote of Class A ordinary shareholders, and each Class B ordinary share is entitled to ten votes on all matters subject to the vote of Class B ordinary shareholders. We are only selling Class A ordinary shares in ListCo in this offering. The Class B ordinary shares in ListCo, which ListCo will issue for the first time upon completion of this offering, may be held only by Vietnamese nationals who are “officers” (as defined in Rule 16a-1 under the Exchange Act) of VN OpCo (or any of its direct or indirect parent companies, including ListCo).

A holder of Class A ordinary shares holding no less than 25% of the votes attaching to the issued Class A ordinary shares in aggregate (either directly or together with its “affiliates,” as such term is defined in Rule 405 under the Securities Act) will be entitled by notice in writing to our board of directors to nominate for appointment and/or removal one director (or two directors if our board of directors comprises seven or more members), who will be duly appointed and/or removed from the board of directors by the remaining members of our board of directors then in office. Holders of Class A ordinary shares will not be entitled to nominate, appoint and/or vote upon the election or removal of any other director. Holders of Class B ordinary shares will be entitled to vote upon the election and/or removal of all directors except for the director nominated for appointment and/or removal by the holders of Class A ordinary shares. Accordingly, holders of Class B ordinary shares will be in a position to appoint a majority of ListCo’s board of directors, even if the voting power of the Class B ordinary shares outstanding represents less than a majority of our total voting power, and therefore have considerable influence over the power to direct our management or policies.

Upon the completion of this offering and the Reorganization, our founder and co-founder will hold all of the outstanding Class B ordinary shares in ListCo. Our founder will hold no Class A ordinary shares and 88.2% of the Class B ordinary shares, providing him with 45.0% of the voting power of ListCo. Pursuant to a joint voting agreement, which is filed as Exhibit 10.15 to the registration statement of which this prospectus is a part, our founder and co-founder have agreed to act as a group (within the meaning of section 13(d)(3) of the Exchange Act) with respect to the voting power of the Class B ordinary shares they hold, which is collectively 51% of the total voting power in ListCo. Through this joint voting agreement, our founder will have ultimate power to vote the Class B ordinary shares, which provides him with the ability to elect or replace our directors (except for the director nominated for appointment and/ or removal by the holders of Class A ordinary shares), which, taken together with his position as chief executive officer, will allow him to direct management and policies of ListCo and VN OpCo. In the event of his death, disability or cessation of employment with us, our board of directors has the right to designate the person or persons (or categories of such persons) to whom that holder’s Class B ordinary shares may be transferred, subject to the approval of holders of no less than 80% of the Class A ordinary shares attending and voting at a quorate meeting. Accordingly, this concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares may view as beneficial.

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For a description of ListCo’s share capital and the rights of its Class A ordinary shares and Class B ordinary shares, see “Description of Share Capital.”

Substantial future sales or perceived potential sales of ListCo’s Class A ordinary shares (or similar securities) in the public market could cause the price of the Class A ordinary shares to decline significantly.

Sales of substantial amounts of ListCo’s Class A ordinary shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of the Class A ordinary shares and could materially impair our ability to raise capital through equity offerings in the future. Class A ordinary shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and Class A ordinary shares held by the Original Foreign Investors or as a result of the transactions described in “Our Corporate Structure—The Reorganization,” may also be sold in the public market, subject to the restrictions in Rule 144 under the Securities Act.

In connection with this offering, ListCo, its directors and executive officers and the Original Foreign Investors have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ordinary shares or similar securities or any securities convertible into or exchangeable or exercisable for Class A ordinary shares for a period ending 180 days after the date of this prospectus without the prior written consent of the underwriters, subject to certain exceptions. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority.

In addition, the holders of ordinary shares in VN OpCo who are directors, executive officers or employees of VN OpCo or its affiliates have agreed with the underwriters not to sell, transfer or dispose of any ordinary shares in VN OpCo or similar securities for a period of 180 days after the date of this prospectus. However, the other investors in VN OpCo are not subject to any restrictions on their shares.

We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of the Class A ordinary shares. See “Underwriting (Conflicts of Interest)” and “Class A Ordinary Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

ListCo is a “controlled company” within the meaning of the Nasdaq listing rules. As a result, ListCo will qualify for, and intends to rely on, exemptions from certain corporate governance requirements.

Our founder and co-founder will collectively control a majority of ListCo’s voting power upon consummation of this offering. See “Principal Shareholders.” Under the Nasdaq listing rules, a listed company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company,” and such a company may elect not to comply with certain corporate governance requirements of Nasdaq, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that the nominating and corporate governance committee making decisions on nominations be composed entirely of independent directors and (iii) the requirements to have a compensation committee that is composed entirely of independent directors. As a result, investors in our shares will not have the same protection as they would if we were not a controlled company.

Following this offering, ListCo intends to rely on these and other exemptions described in more detail under “Management—Corporate Governance.” Accordingly, ListCo’s board of directors and

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applicable committees will include fewer independent members than would be required if ListCo were subject to all listing rules of Nasdaq. As such, their approach may be different from that of a board with a majority of independent directors or a committee with only independent directors and, as a result, our management oversight may be more limited than if ListCo were subject to all listing rules of Nasdaq.

Because we do not expect to pay dividends on the Class A ordinary shares in ListCo in the foreseeable future, you must rely on price appreciation of the Class A ordinary shares for returns on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the Class A ordinary shares in ListCo as a source for any future dividend income.

ListCo’s board of directors has complete discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by ListCo from its subsidiaries including VN OpCo, our financial condition, contractual restrictions and other factors deemed relevant by ListCo’s board of directors. Accordingly, the return on your investment in the Class A ordinary shares will likely depend entirely upon any future price appreciation of the Class A ordinary shares. There is no guarantee that the Class A ordinary shares will appreciate in value after this offering or even maintain the price at which you purchased them. You may not realize a return on your investment in ListCo’s Class A ordinary shares and you may even lose your entire investment.

We have not determined a specific use for a portion of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

We have not determined a specific use for a portion of the net proceeds of this offering, and our management will have considerable discretion in deciding how to apply these proceeds. You will not have the opportunity to assess whether the proceeds are being used appropriately before you make your investment decision. You must rely on the judgment and discretion of our management regarding the application of a portion of the net proceeds of this offering. We cannot assure you that the net proceeds will be used in a manner that would improve our results of operations or increase the Class A ordinary share price, nor that these net proceeds will be placed only in investments that generate income or appreciate in value. See “Use of Proceeds.”

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because ListCo is incorporated under Cayman Islands law.

ListCo is an exempted company incorporated under the laws of the Cayman Islands. ListCo’s corporate affairs are governed by our memorandum and articles of association, the Companies Act (as revised) of the Cayman Islands and the common law of the Cayman Islands. Your rights as a shareholder of ListCo to take action against the directors of ListCo, actions by minority shareholders of ListCo, and the fiduciary duties owed to ListCo by its directors 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 the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of ListCo’s shareholders and the fiduciary duties of ListCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the

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United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

While Cayman Islands law allows a dissenting shareholder to express the shareholder’s view that a court sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law does not specifically provide for shareholder appraisal rights in connection with a court-sanctioned reorganization (by way of a scheme of arrangement). This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation (by way of a scheme of arrangement) or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, Cayman Islands statutory law provides a mechanism for a dissenting shareholder in a merger or consolidation to apply to the Grand Court of the Cayman Islands for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.

Shareholders of Cayman Islands exempted companies like ListCo have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies (other than the memorandum and articles of association, the register of mortgages and charges, and special resolutions of the shareholders). The directors of ListCo have discretion under ListCo’s articles of association to determine whether or not, and under what conditions, the corporate records of ListCo may be inspected by ListCo’s shareholders, but are not obliged to make them available to the 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.

Certain corporate governance practices in the Cayman Islands, which is the home country of ListCo, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. For example, ListCo is not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. ListCo intends to continue to follow its home country’s corporate governance practices as long as ListCo remains a foreign private issuer. As a result, you may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to corporate governance requirements of Nasdaq.

As a result of all of the above, ListCo’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital—Certain Cayman Islands Company Considerations—Differences in Corporate Law.”

Certain judgments obtained against us by our shareholders may not be enforceable.

ListCo is a Cayman Islands company and substantially all of its assets are located outside of the United States. In addition, most of ListCo’s current directors and executive officers will not be United States nationals or residents. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against ListCo or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an

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action of this kind, the laws of the Cayman Islands, Vietnam and Southeast Asia may render you unable to enforce a judgment against our assets or the assets of our directors and executive officers. For more information regarding the relevant laws of the Cayman Islands and Vietnam, see “Enforceability of Civil Liabilities.”

ListCo’s memorandum and articles of association will designate the Grand Court of the Cayman Islands as the exclusive forum for substantially all disputes between ListCo and its shareholders (with the exception of certain matters relating to the Cooperation Agreement), and the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, which could limit the ability of ListCo’s shareholders to choose the judicial forum for disputes with ListCo or its directors, officers or employees.

ListCo’s memorandum and articles of association, as in effect immediately prior to the completion of this offering, will provide that, unless ListCo consent in writing to the selection of an alternative forum (and except for matters under the Cooperation Agreement as to which holders of at least 25% of the Class A ordinary shares outstanding at any time have third-party rights and which are subject to the exclusive jurisdiction of any federal court sitting in New York; see “Our Corporate Structure—Cooperation Agreement with VN HoldCo”), to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of ListCo, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of the directors, officers or other employees of ListCo to ListCo or any other person, (iii) any action or proceeding arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the Companies Act, our memorandum and articles of association, or any other provision of applicable law, (iv) any action or proceeding seeking to interpret, apply, enforce or determine the validity of the memorandum and articles of association of ListCo, or (v) any action or proceeding as to which the Companies Act confers jurisdiction on the Grand Court of the Cayman Islands shall be the Grand Court of the Cayman Islands, in all cases subject to the court having jurisdiction over indispensable parties named as defendants.

The memorandum and articles of association of ListCo will also provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act. Nothing in ListCo’s memorandum and articles of association will preclude shareholders that assert claims under the Exchange Act from bringing such claims in any court, subject to applicable law. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to these provisions. However, shareholders will not be deemed to have waived ListCo’s compliance with U.S. federal securities laws and the rules and regulations thereunder.

These exclusive forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with ListCo or its directors, officers or other employees, which may discourage lawsuits against ListCo and its directors, officers and other employees. The enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. For example, in December 2018, the Court of Chancery of the State of Delaware determined that a provision stating that federal district courts of the United States are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. Although this decision was reversed by the Delaware Supreme Court in March 2020, courts in other states may still find these provisions to be inapplicable or unenforceable. If a court were to find the exclusive forum provisions in ListCo’s memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could adversely affect our results of operations.

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ListCo is a foreign private issuer within the meaning of the rules under the Exchange Act, and as such ListCo is exempt from certain provisions applicable to domestic public companies in the United States.

Because ListCo is a foreign private issuer under the Exchange Act, it is exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) 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; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) 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 (iv) the selective disclosure rules by issuers of material non-public information under Regulation FD.

ListCo will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, ListCo will furnish press releases relating to financial results, including its results on a quarterly basis, and material events to the SEC on Form 6-K. However, the information ListCo is required to file with or furnish to the SEC will be less extensive and less timely compared to 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, which would be made available to you, were you investing in a U.S. domestic issuer.

We have incurred increased costs in anticipation of this offering and will continue to incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

In anticipation of this offering we have incurred significant legal, accounting and other expenses and expect this to continue after the completion of this offering. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements, particularly as we hire additional personnel who are familiar with IFRS and SEC reporting rules. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross

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revenue of at least US$1.235 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of the ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. After we are no longer an emerging growth company, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC.

If ListCo is classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, U.S. investors that hold Class A ordinary shares in ListCo could be subject to potentially significant adverse tax consequences.

ListCo will be classified as a PFIC in respect of any taxable year in which, after taking into account its income and gross assets (and the income and assets of certain affiliates pursuant to applicable “look-through rules”) either (i) 75% or more of its gross income consists of certain types of “passive income” or (ii) 50% or more of the average value of its assets (generally determined on a quarterly basis) is attributable to “passive assets” (assets that produce or are held for the production of passive income). Passive income generally includes interest, dividends, rents, certain non-active royalties and capital gains. PFIC status is a factual determination that needs to be made annually after the close of each taxable year, on the basis of the composition of income and assets, the relative value of active and passive assets from time to time, and market capitalization. For this purpose, certain of its assets are treated as passive even though ListCo holds them in the ordinary course of its business operations.

The composition of ListCo’s income and assets will be affected by how, and how quickly, it uses the proceeds from this offering. Under circumstances where the cash is not deployed for active purposes, the risk of becoming a PFIC may increase. Based upon current and expected income and assets, including goodwill and other unbooked intangibles (taking into account the expected proceeds from this offering) and projections as to the market price of Class A ordinary shares immediately following the offering, ListCo does not expect to be a PFIC for its current taxable year or the foreseeable future, but because (i) it currently owns, and will for the foreseeable future continue to own, a substantial amount of passive assets, including cash, and (ii) the values of its assets, including intangible assets, are uncertain and may vary substantially over time, ListCo cannot provide assurances as to whether it will be classified as a PFIC in its current taxable year or in the foreseeable future.

If ListCo were to be classified as a PFIC, a U.S. Holder may be subject to significant adverse tax consequences, including that a U.S. Holder that does not make a “mark-to-market” election may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of the Class A ordinary shares and on the receipt of distributions on the Class A ordinary shares to the extent such distribution is treated as an “excess distribution” under the U.S. federal income tax rules. Additionally, if ListCo were to be or become classified as a PFIC for any taxable year, a U.S. Holder of Class A ordinary shares may be subject to additional U.S. tax form filing requirements, and the statute of limitations for auditing a U.S. Holder’s federal income tax return may be suspended if such holder does not file the applicable form for that taxable year.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Market Opportunity” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

• our goals and strategies;

• our future business development, financial conditions and results of operations;

• changes in consumer preferences for different types of entertainment, including games, and on what devices games are played;

• changes in consumer preferences for the types of communications and media platforms and applications being used;

• willingness of Vietnamese merchants and consumers to rely upon digital banking services;

• the regulatory environment in Vietnam and the other jurisdictions in which we operate;

• competition in the gaming, communications and media and the fintech industry in the jurisdictions in which we operate;

• the expected growth in, and market sizes of the games, communications and media, fintech and cloud industries in which we operate;

• our ability to continue to develop and roll out ZaloPay and VNG Cloud, and the way we may monetize these businesses;

• our expectations regarding demand for and market acceptance of our products and services;

• our capital structure, in particular the validity of the contractual arrangements between ListCo and VN HoldCo and the size and behavior of the non-controlling interest in VN OpCo;

• political instability in Vietnam and the other jurisdictions in which we operate;

• breaches of laws or regulations in the operation and management of our current and future businesses;

• the overall economic environment and general market and economic conditions in Vietnam and the other jurisdictions in which we operate;

• our ability to execute our strategies; and

• the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us.

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The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

This prospectus contains certain data and information that we obtained from various government and private publications, including the Newzoo and F&S reports. These publications include projections based on a number of assumptions. Our businesses and the industries we operate in may not grow at the rate projected by such publications, or at all. In addition, the rapidly changing nature of technology results in significant uncertainties for any projections or estimates relating to growth prospects or future conditions. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

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OUR CORPORATE STRUCTURE

Foreign Ownership Limit

Current Vietnamese laws and regulations prohibit “foreign investors”—as the term is used in Vietnam’s Law on Investment and its implementing regulations—from owning more than 49% of the charter capital of a Vietnamese company engaged in electronic gaming and other business lines in which VN OpCo is engaged. In connection with this offering, we are undertaking the reorganization transactions described below, in “—The Reorganization,” to provide foreign investors greater economic exposure to Vietnam than would be allowed solely through direct ownership of VN OpCo’s charter capital while:

• allowing for a capital structure with cash flows and access to financing onshore and offshore, to fund our business as a whole;

• enabling our Vietnamese employees and other shareholders in VN OpCo, at the discretion of ListCo’s board of directors and subject to certain limitations, to realize returns on their investment at a valuation that is based upon the market value of the Class A ordinary shares; and

• adopting appropriate governance and minority protections in the context of a founder-led public company with Vietnamese roots.

For additional information about this foreign ownership limit and the broader Vietnamese legal and regulatory framework within which it applies, see “Regulatory Environment—Vietnam—Investment Law—Foreign Ownership Limits.”

The contractual arrangements with VN HoldCo pursuant to which ListCo will hold a 21.3% indirect effective interest in VN OpCo upon completion of this offering are unprecedented and have not been tested in any court in Vietnam or elsewhere and may be disallowed by Vietnamese regulatory authorities. For risks associated with our corporate structure, see “Risk Factors—Risks Related to Our Corporate Structure, Restrictions on Our Industry and Doing Business in Vietnam and Southeast Asia,” beginning on page 71 of this prospectus.

The Reorganization

We will complete the reorganization transactions described below, which we refer to collectively as the Reorganization, in connection with this offering. See “Prospectus Summary—Summary of our Corporate Structure” for a diagram that shows our organizational structure after giving effect to this offering and Reorganization.

Prior to the completion of the Reorganization, the Original Foreign Investors held direct equity interests or rights to acquire direct equity interests in VN OpCo. After the completion of the Reorganization, the Original Foreign Investors will hold Class A ordinary shares in ListCo and no other direct or indirect equity interest in VN OpCo, and ListCo will be the only foreign investor in VN OpCo.

The following description of the Reorganization is qualified by the complete text of the relevant material agreements that we have filed as exhibits to the registration statement of which this prospectus is a part. See also “Unaudited Pro Forma Consolidated Financial Information,” “Use of Proceeds,” “Capitalization” and “Dilution.”

Disposition of Treasury Shares; Registration on UPCOM

Prior to the commencement of the Reorganization, VN OpCo directly or, through subsidiaries or pursuant to contractual arrangements, indirectly held 10,401,472 of its own ordinary shares (out of a

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total 35,844,262 outstanding prior to the commencement of the Reorganization) that, over the years, it had repurchased from departing employees and other shareholders in the ordinary course. In our consolidated financial statements prepared in accordance with IFRS included elsewhere in this prospectus, all 10,401,472 of these shares are recognized as treasury shares. Under Vietnamese law, however, only 7,108,262 of these shares that are held by VN OpCo directly are accorded the status of treasury shares and accordingly are subject to different requirements.

Following a change in law after VN OpCo had directly repurchased its own shares, Vietnamese law currently restricts a public company holding treasury shares from issuing new shares, and requires that the shares of public companies be registered with the Vietnam Securities Depository and be made eligible for trading on a domestic exchange. As such, on December 28, 2022, VN OpCo registered its ordinary shares for trading on UPCOM in accordance with the requirements for public companies in Vietnam. See “Regulatory Environment—Vietnam—Public Company Management.”

The 10,401,472 treasury shares were disposed of as follows in connection with this offering and the Reorganization:

• 1,100,044 treasury shares were transferred at nominal amounts by subsidiaries of VN OpCo to certain of our current and former Vietnamese employees holding vested entitlements to ordinary shares in VN OpCo, including employees at Zion, the entity engaged in ZaloPay, pursuant to pre-existing equity incentive programs;

• 47,000 treasury shares were transferred at nominal amounts by a subsidiary of VN OpCo as partial consideration for the Verichains acquisition (see “Certain Relationships and Related Party Transactions—Acquisition of Assets from Company Controlled by an Executive Officer”);

• 502,450 treasury shares were registered with the Vietnamese authorities in the name of ListCo but continue to be beneficially owned by a subsidiary of VN OpCo, and therefore continue to be treated as treasury shares under IFRS, pursuant to certain contractual arrangements that will terminate prior to the effectiveness of the registration statement of which this prospectus is a part. This transaction, together with ListCo’s acquisition of 47.6% of VN OpCo’s charter capital (as described below), will result in ListCo owning a 49% direct equity interest in VN OpCo prior to the effectiveness of the registration statement of which this prospectus is a part;

• 1,643,716 treasury shares were acquired by VN HoldCo in various transactions that VN HoldCo funded out of its charter capital and the Citi Loan (as defined below). The sales by entities were completed pursuant to private transactions before VN OpCo registered its ordinary shares for trading on UPCOM on December 28, 2022. VN HoldCo is a consolidated entity prior to the completion of the Reorganization and remains a consolidated entity after completion of the Reorganization. See “Unaudited Pro Forma Consolidated Financial Information.” The Cooperation Agreement that ListCo will enter into with VN HoldCo immediately prior to the completion of this offering, which is described below in “—Cooperation Agreement with VN HoldCo,” is important to understanding the role that VN HoldCo and the ordinary shares in VN OpCo that it holds for future delivery play in our corporate structure; and

• following receipt of the necessary corporate and regulatory approvals, in July, 2023 VN OpCo cancelled the 7,108,262 shares that it held directly and that were accorded the status of treasury shares under Vietnamese law, which resulted in the total outstanding ordinary shares in VN OpCo decreasing to 28,736,000 (compared to 35,844,262 prior to the commencement of the Reorganization).

Prior to the cancellation of the treasury shares, to avoid being in breach of the 49% foreign ownership limit described above, ListCo sold an aggregate of 3,483,048 ordinary shares in VN OpCo to VN HoldCo in “put-through” transactions (i.e., negotiated transactions) on UPCOM, at an average

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price of VND632,545.59 (US$26.58) per share. VN HoldCo paid ListCo for these shares using amounts borrowed under the Citi Loan and ListCo deposited the proceeds from this sale as collateral for the Citi Loan (as described below). In addition, on August 22, 2023 VN HoldCo acquired an aggregate of 983,783 ordinary shares in VN OpCo from our founder in put-through transactions on UPCOM at an average price of VND944,700 (US$39.69) per share. This transaction will settle on August 24, 2023. The purchases from our founder were financed with margin financing provided by a Vietnamese securities house, with the funds being repaid upon the completion of the transfer and no proceeds being retained. Following these sales by ListCo and by our founder, VN HoldCo mortgaged 3,483,048 ordinary shares in VN OpCo in favor of the Original Foreign Investors and 983,783 ordinary shares in VN OpCo in favor of our founder. These mortgages are required to be released no later than immediately prior to the completion of this offering.

The acquisitions of shares in VN OpCo by ListCo and VN HoldCo were registered with the Vietnamese authorities and, except as described below in “—ListCo’s Acquisition of 47.6% Direct Equity Interest in VN OpCo” and “—ListCo’s Acquisition of a 21.3% Indirect Effective Interest in VN OpCo,” were consummated solely pursuant to share purchase agreements in customary format for domestic transactions in Vietnam and governed by Vietnamese law. The obligations of the parties pursuant to the share purchase agreements were completed upon delivery of the shares. The share purchase agreements do not contain indemnities or provide for post-closing adjustments of the purchase price.

Citi Loan

VN HoldCo funded certain of its purchases of ordinary shares in VN OpCo by availing itself of loans from Citibank N.A., Singapore Branch. VN HoldCo originally entered into a loan facility from Citibank N.A., Singapore Branch, dated September 13, 2022, that VN HoldCo used for its purchases of ordinary shares in VN OpCo before VN OpCo registered its ordinary shares for trading on UPCOM. This initial loan facility was refinanced with a new, enlarged term loan facility from Citibank N.A., Singapore Branch dated July 21, 2023 (such refinanced and new facilities, collectively, the “Citi Loan”) that VN HoldCo used for its acquisition of ordinary shares in VN OpCo from ListCo that is described above. The total committed amount under the Citi Loan is US$135.0 million, of which US$111.8 million has been drawn down as of the date of this prospectus. The Citi Loan bears interest at the cost of funds to the lender plus a margin of 0.7% (including any cost occasioned by or attributable to complying with reserve, liquidity, deposit or other requirements). The Citi Loan is secured by liens over cash accounts of VN OpCo and ListCo, as security providers, at Citibank N.A., Hanoi Branch and Citibank N.A., Singapore Branch, respectively, pursuant to mortgage agreements that, among other limitations, contractually restrict VN OpCo and ListCo from closing, withdrawing or using the amounts on deposit. The Citi Loan requires repayment within 330 days after the first utilization date, which was on July 25, 2023 and allows prepayment subject to customary break costs.

ListCo will use a portion of the net proceeds from this offering to pay VN HoldCo for amounts due under the Cooperation Agreement, as described below in “—ListCo’s Acquisition of a 21.3% Indirect Effective Interest in VN OpCo,” and VN HoldCo will in turn use those amounts to repay the Citi Loan in full (including any break costs), upon which the liens over VN OpCo’s and ListCo’s respective cash accounts will be released (and the amounts on deposit will no longer be contractually restricted). See “Use of Proceeds.”

ListCo’s Acquisition of 47.6% Direct Equity Interest in VN OpCo

On November 14, 2022, ListCo acquired 17,061,238 ordinary shares in VN OpCo, or 47.6% of its charter capital at the time, from the Original Foreign Investors pursuant to a share purchase agreement that is filed as Exhibit 10.13 to the registration statement of which this prospectus is a part. The

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acquisition of the shares from the Original Foreign Investors is economically equivalent to a share swap but was documented as a sale and purchase of the ordinary shares to facilitate registration of the transfer and taxation in Vietnam. Under the terms of the share purchase agreement, the ordinary shares that ListCo acquired are subject to a lien in favor of the Original Foreign Investors that is required to be released no later than five business days after ListCo gives notice in writing to the Original Foreign Investors that ListCo has filed with the U.S. Securities and Exchange Commission a “price range prospectus” for this offering or pays to the Original Foreign Investors the deferred consideration component that is described below, whichever is earlier to occur. The release of this lien, together with ListCo’s acquisition of certain treasury shares from a subsidiary of VN OpCo (as described above), will result in ListCo owning a 49% direct equity interest in VN OpCo prior to the effectiveness of the registration statement of which this prospectus is a part.

The share purchase agreement contains customary representations and warranties and covenants by each of ListCo and the Original Foreign Investors as the sellers. VN OpCo is not a party to the share purchase agreement but acknowledged the sale and purchase of its ordinary shares thereunder and agreed to indemnify the sellers if ListCo fails to procure that VN OpCo pays to the Vietnam tax authorities, on behalf of the sellers, the securities transfer tax and any other tax payable by the sellers in relation to the purchase and sale of the ordinary shares in VN OpCo.

In consideration for each ordinary share of VN OpCo sold to ListCo, the Original Foreign Investors as sellers:

• received, upon closing under the share purchase agreement on November 14, 2022, 6.769 Class A ordinary shares, consisting of:

_* 1 Class A ordinary share; and

_* 5.769 unvested contingent Class A ordinary shares that do not carry the rights of a Class A ordinary share until the satisfaction of a vesting condition that is expected to be satisfied prior to the effectiveness of the registration statement of which this prospectus is a part); and

• will receive, substantially concurrently with the completion of this offering, a deferred consideration component in immediately available Vietnamese Dong funds into the sellers’ indirect investment capital accounts in Vietnam.

The share purchase agreement requires the sellers, within 20 business days after receiving the deferred consideration component, to pay ListCo an amount in U.S. dollars that is equivalent to the sellers’ respective deferred consideration component, by reference to the VND:US$ spot selling rate quoted by the Joint Stock Commercial Bank for Foreign Trade of Vietnam on the date of such payment. We will bear, and have not hedged against, the risk of movements in the VND:US$ exchange rate. See “Use of Proceeds.”

This funds flow is required to comply with Vietnamese foreign investment requirements and capital controls. ListCo’s memorandum and articles of association provide that failure to pay any amount due to ListCo under the relevant section of the share purchase agreement will entitle ListCo’s board of directors to serve notice of the amounts unpaid to the relevant shareholder, subject to forfeiture of the relevant Class A ordinary shares in the event of non-payment at or before the time stated in the notice. See “Description of Share Capital—Forfeiture of Shares.”

On July 4, 2023, the share purchase agreement was amended to extend the deadline for the payment of the deferred consideration component. Also on July 4, 2023, the Original Foreign Investors that are party to the share purchase agreement surrendered to ListCo, for no consideration, an aggregate of 22,901,923 unvested contingent Class A ordinary shares for cancellation in connection with the reduction of the total outstanding ordinary shares in VN OpCo that is described above in “—Disposition of Treasury Shares; Registration on UPCOM.”

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ListCo’s Acquisition of a 21.3% Indirect Effective Interest in VN OpCo

Immediately prior to the completion of this offering, ListCo and VN HoldCo will enter into the Cooperation Agreement, whereby, upon completion of this offering, ListCo will purchase 6,110,547 ordinary shares in VN OpCo, or 21.3% of its charter capital, for delivery as and when (if ever) permitted by Vietnamese law and regulation and we have obtained all necessary regulatory approvals. For so long as delivery has not been made in full, VN HoldCo will remain the holder of record of these shares, but will mortgage them in favor of ListCo and contractually agree to transfer their economic benefit to ListCo (including upon liquidation) and to abstain from otherwise transacting in them. For further details, see “—Cooperation Agreement with VN HoldCo.”

Awards of Class A Ordinary Shares to Employees

Pursuant to the new equity incentive plan (the “ListCo Equity Incentive Plan”) that will be adopted substantially concurrently with the completion of this offering, ListCo will, upon the completion of this offering, issue 813,987 Class A ordinary shares to certain non-Vietnamese employees for no or nominal consideration as a bonus for their commitment during and assistance with the Reorganization and this offering. See “Management—Compensation—Equity Incentive Plans.”

Issuance of Class A Ordinary Shares to Employees Holding Vested Entitlements to Ordinary Shares in VN OpCo

Upon the completion of this offering, ListCo will issue 1,402,698 Class A ordinary shares to certain non-Vietnamese employees to satisfy awards that vested under the equity incentive plans of VN OpCo in existence prior to this offering but that could not be satisfied as a result of regulatory and contractual restrictions in place during the Reorganization. The Class A ordinary shares will be issued under the ListCo Equity Incentive Plan. See “Management—Compensation—Equity Incentive Plans.”

Issuance of Class A Ordinary Shares to Certain Original Foreign Investors

Upon the completion of this offering, ListCo will issue:

• 7,542,240 Class A ordinary shares to entities affiliated with Tencent for no consideration in recognition of their longstanding investment in and relationship with VN OpCo and their assistance in the Reorganization;

• 5,605,186 Class A ordinary shares to Kingsoft, upon its exercise of an option that was issued by VN OpCo in 2010 and that, pursuant to a deed of novation entered on November 14, 2022, ListCo has agreed to perform, discharge and observe as if it were named in the original option instead of VN OpCo. The strike price for the option is US$1.4867 per Class A ordinary share, which will result in a total consideration payable to ListCo of approximately US$8.3 million; and

• 7,773,093 Class A ordinary shares to an entity affiliated with Ant Group, pursuant to an amended and restated warrant that ListCo issued on January 20, 2023. The exercise of the warrant is subject to the completion of this offering. The warrant has a strike price of VND157,954.16 per Class A ordinary share but will be payable in U.S. dollars based on the VND:US$ spot selling rate quoted by the State Bank of Vietnam on the date of the exercise of the warrant, which will result in a total consideration payable to ListCo of a U.S. dollars amount equivalent to VND1,227.8 billion (US$51.6 million).

Issuance of Class B Ordinary Shares to our Founder and Co-Founder

Upon the completion of this offering, we will issue 12,619,109 Class B ordinary shares to our founder, giving him 45% of our total voting power, and 1,682,548 Class B ordinary shares to our

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co-founder, giving him 6% of our total voting power. Pursuant to a joint voting agreement, which is filed as Exhibit 10.15 to the registration statement of which this prospectus is a part, our founder and co-founder have agreed to act as a group (within the meaning of section 13(d)(3) of the Exchange Act) with respect to the voting power of the Class B ordinary shares they hold.

Our founder and our co-founder will pay no consideration for the issuance of Class B ordinary shares to them. The Class B ordinary shares are non-redeemable and have no economic rights, including upon liquidation. See “Description of Share Capital—Ordinary Shares.”

Reorganization of Interests in Non-Vietnamese Subsidiaries

Substantially concurrently with the completion of this offering, we will complete the transfer of the non-Vietnamese direct and indirect subsidiaries of VN OpCo to become subsidiaries of ListCo, without intermediate Vietnamese holding companies, which we refer to as our “Non-Vietnamese Subsidiaries.” The Non-Vietnamese Subsidiaries represented 20.7% of our total revenues of VND7,522.2 billion (US$316.1 million) for 2022 and 13.4% of our total assets of VND8,802.9 billion (US$369.9 million) as of December 31, 2022 and 22.0% of our total revenues of VND3,957.7 billion (US$166.3 million) for the six months ended June 30, 2023 and 14.4% of our total assets of VND9,149.0 billion (US$384.4 million) as of June 30, 2023.

This represents a reorganization of consolidated subsidiaries. No consideration is being paid or required to be paid to the non-controlling interest in VN OpCo, and accordingly this non-controlling interest will be deemed to be contributed to ListCo. All corporate, regulatory and government approvals necessary for the reorganization have been received. No consideration is being paid or required to be paid to the Vietnamese shareholders of VN OpCo. These Vietnamese shareholders, however, are expected to be able to realize returns on their investment in VN OpCo at a valuation that is based upon the market value of the Class A ordinary shares through the conversion provisions of the Cooperation Agreement. See “—Onshore to Offshore and Cash Conversions.”

Elimination of Minority Interest in Zion, the entity engaged in ZaloPay

Substantially concurrently with the completion of this offering, pursuant to a share purchase agreement that was amended and restated on January 20, 2023, VN OpCo will acquire the minority equity interest in its subsidiary Zion Joint Stock Company, the entity engaged in ZaloPay, our Fintech business, for VND1,234.5  billion (US$51.9 million) in cash, using cash on hand. The closing of acquisition is conditioned on the completion of this offering.

Cooperation Agreement with VN HoldCo

The following is a summary of the key terms of the Cooperation Agreement. For the complete text of the Cooperation Agreement, refer to the copy to be filed as Exhibit 10.9 to the registration statement of which this prospectus is a part.

Future Delivery of Shares

As described above, upon the completion of this offering, ListCo will purchase from VN HoldCo 6,110,547 ordinary shares in VN OpCo for delivery at such future date, if any, when it is possible to do so in compliance with Vietnamese law and regulation and all necessary regulatory approvals have been obtained. ListCo will not take possession or be registered as the owner of these or additional shares in VN OpCo that it purchases for future delivery under the Cooperation Agreement. Instead, as

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of the date on which ListCo and VN HoldCo transact those shares (and at all times until such future delivery), the shares will be subject to the following terms:

• VN HoldCo will represent that the shares are free and clear of all liens and encumbrances;

• VN HoldCo will mortgage the shares in favor of ListCo as promptly as possible (and with respect to the shares transacted upon the completion of this offering, no later than 30 days after the completion of this offering), as security for their delivery as and when permitted by Vietnamese law and regulation, and the mortgage will be perfected by way of registration with the relevant Vietnamese authorities. The Cooperation Agreement will also forbid VN HoldCo from selling, exchanging, giving, leasing, lending or otherwise disposing of the mortgaged shares or using them to perform another obligation;

• VN HoldCo will agree to attend general meetings of shareholders of VN OpCo, which as described in “—Governance at VN OpCo” require attendance by holders of at least 65% of the shares entitled to vote to be quorate;

• VN HoldCo will agree to vote all shares that it has sold for future delivery in accordance with the proposals of the board of directors of VN OpCo; and

• VN HoldCo will agree that, if VN OpCo pays any dividend or other cash distribution on its ordinary shares, then VN HoldCo will transfer to ListCo the dividend or other distribution on the shares if feasible pursuant to Vietnamese foreign exchange controls and other applicable regulations, or, alternatively, ListCo may offset the value of the dividend or other distribution on the shares against the purchase price of any future purchase of ordinary shares in VN OpCo from VN HoldCo or in other ways permitted under Vietnamese law.

Any time there is “headroom” under the foreign ownership limit applicable to VN OpCo, whether as a result of a change in law, regulatory dispensation or otherwise (including, for example, when VN OpCo issues ordinary shares to our Vietnamese employees as described in “Management—Compensation—Equity Incentive Plans”), VN HoldCo will, subject to onshore approvals, deliver to ListCo the maximum possible number of ordinary shares in VN OpCo, and ListCo will become the holder of record of those shares. If delivery of shares from VN HoldCo to ListCo is impracticable or inadvisable at a given time (for example, if delivery would result in material tax liabilities or be problematic because of cash or trading band requirements while the ordinary shares in VN OpCo are registered for trading on UPCOM), then VN OpCo will seek shareholder and regulatory approvals to privately place ordinary shares to ListCo to restore ListCo’s direct equity interest in VN OpCo to the foreign ownership limit. See “Regulatory Environment—Vietnam—Investment Law—Foreign Ownership Limits.”

Other Provisions of the Cooperation Agreement

The Cooperation Agreement provides that any shares in VN OpCo that ListCo purchases for future delivery under the Cooperation Agreement shall be transacted at the price agreed between ListCo and VN HoldCo, payable in the form of a deposit on the date that the shares are transacted for future delivery. If and when the transacted shares become capable of delivery because there is “headroom” under the foreign ownership limit applicable to VN OpCo, then ListCo will pay such additional amounts that are required to consummate delivery, and VN HoldCo will be required to return the deposit to ListCo (but only to the extent that it does not exceed the additional amounts received). This payment structure is for tax efficiency in Vietnam.

The Cooperation Agreement prohibits VN HoldCo from using cash that it holds (whether comprising the deposit for future delivery of ordinary shares in VN OpCo or additional amounts required to consummate that delivery) for any purpose other than as authorized by the board of

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directors of ListCo in its sole discretion. Such purposes could include making shareholder loans to VN OpCo, debt or equity investments into wholly-owned subsidiaries, conducting buybacks of shares in VN OpCo (as described below) or depositing the funds in short-term interest bearing instruments. The Cooperation Agreement requires that the deposit for the 6,110,547 ordinary shares in VN OpCo that ListCo will acquire for future delivery upon the completion of this offering be used to repay the outstanding borrowings under the Citi Loan. See “—The Reorganization—Citi Loan” and “Use of Proceeds.”

Other than requiring VN HoldCo to attend general meetings of shareholders of VN OpCo and vote in accordance with the proposals of the board of directors of VN OpCo with respect to all ordinary shares that VN HoldCo has sold for future delivery, the Cooperation Agreement does not contain any rights or obligations with respect to voting the ordinary shares in VN OpCo held by ListCo or VN HoldCo.

The Cooperation Agreement will require VN HoldCo, if so determined by the board of directors of ListCo in its sole discretion, to make offers to purchase shares in VN OpCo from other Vietnamese shareholders at quarterly intervals. See “—Onshore to Offshore and Cash Conversions.”

The Cooperation Agreement has no expiration date and may be terminated only by mutual consent of the parties and in certain other circumstances, including if any transaction contemplated by the Cooperation Agreement is enjoined or prohibited by a final, non-appealable governmental order, regulation or law from any governmental authority that has jurisdiction over either party.

Amendment of the Cooperation Agreement will require a special resolution from holders of ListCo’s Class A and Class B ordinary shares, voting as a single class. The Cooperation Agreement further provides for third-party enforcement by holders of at least 25% of the Class A ordinary shares outstanding at any time. The Cooperation Agreement is governed by New York law, and ListCo and VN HoldCo have each submitted to the exclusive jurisdiction of any federal court sitting in New York for the purpose of any suit, action or other proceeding arising out of the Cooperation Agreement.

Certain provisions of the Cooperation Agreement, or the Cooperation Agreement itself, may be disallowed by Vietnamese authorities. See “Risk Factors—Risks Related to Our Corporate Structure, Restrictions on Our Industry and Doing Business in Vietnam and Southeast Asia—Our corporate structure is unprecedented and has not been tested in any court. If the Vietnamese authorities determine that our contractual arrangements with VN HoldCo are not in compliance with applicable law, we could be subject to severe penalties and the value of the Class A ordinary shares could decline significantly.”

Onshore to Offshore and Cash Conversions

Vietnamese law prohibits Vietnamese persons from making outbound investments without prior approval from the Vietnamese government. We believe ownership of ListCo’s Class A ordinary shares by Vietnamese persons would require such approval (i.e., because they carry economic rights). In contrast, ListCo’s Class B ordinary shares carry only voting rights; require no consideration or payment; are non-redeemable; and have no economic rights, including upon liquidation. Our founder and our co-founder will pay no consideration for the issuance of Class B ordinary shares to them. Accordingly, we believe that ListCo’s Class B ordinary shares would not be considered an investment for purposes of Vietnamese law. As such, many of our key employees, including our founder and co-founder, and some of our earliest shareholders will be unable to hold the Class A ordinary shares at the completion of this offering and will continue to hold ordinary shares in VN OpCo.

Moreover, as described above in “—Reorganization of Interests in Non-Vietnamese Subsidiaries,” substantially concurrently with the completion of this offering, we will complete the transfer of the

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non-Vietnamese direct and indirect subsidiaries of VN OpCo to become subsidiaries of ListCo without paying any consideration to the Vietnamese shareholders of VN OpCo. We believe that this reorganization of our non-Vietnamese subsidiaries will result in value creation through a capital structure with cash flows and access to financing onshore and offshore, to fund our business as a whole.

To allow all investors in our business, both Vietnamese and international, to benefit from our capital structure, the Cooperation Agreement includes provisions that allow, in certain circumstances and subject to limitations, conversions of ordinary shares in VN OpCo into Class A ordinary shares or cash. These conversion provisions are described below.

Exchanges of Ordinary Shares in VN OpCo for Class A Ordinary Shares

The Cooperation Agreement requires ListCo to exchange Class A ordinary shares for ordinary shares in VN OpCo (at the applicable conversion ratio, as further described below) held by any Vietnamese person who has received individual approval from the requisite governmental authorities in Vietnam to hold the Class A ordinary shares.

This exchange right will be available only to Vietnamese nationals who receive such individual approval from governmental authorities in Vietnam and will not be available as a result of any general change in Vietnamese law, whether to the foreign ownership limit applicable to VN OpCo or otherwise. Any such approval would be at the discretion of the Vietnamese authorities. As of the date of this prospectus, we are not aware of any such approval being sought and or the likelihood of it being granted.

Quarterly Cash Conversion of Ordinary Shares in VN OpCo

ListCo is expected (acting through VN HoldCo, pursuant to the terms of the Cooperation Agreement) to make offers to purchase ordinary shares in VN OpCo for cash from time to time after the completion of this offering, on the following terms:

• in a maximum amount to be determined annually by the board of directors of ListCo, in its sole discretion;

• at quarterly intervals commencing, at the earliest, the first quarter after expiration of the period of 180 days after the date of this prospectus, at the discretion of the board of directors of ListCo, for a pre-determined period of up to ten business days immediately following ListCo’s announcement of quarterly earnings and at a time when we are not in possession of material non-public information;

• through matched or put-through UPCOM orders, open market purchases, open offers, privately-negotiated transactions or otherwise, in each case in compliance with applicable law;

• at a price, expressed in Vietnamese Dong and calculated based on the VND:US$ spot selling rate quoted by the Joint Stock Commercial Bank for Foreign Trade of Vietnam on the date of the offer, not to exceed the volume-weighted average price of the Class A ordinary shares in the five trading days immediately following our announcement of quarterly earnings (expressed in a price per ordinary share in VN OpCo based on the applicable conversion ratio, as further described below); and

• in the event of oversubscription to any offer (and where possible with respect to UPCOM orders), subject to pro rata allocation to each participating shareholder of VN OpCo.

After the completion of each quarterly cash conversion, ListCo will promptly announce and furnish on Form 6-K the details of each conversion exercise, including the volume-weighted average price, the

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total number of ordinary shares in VN OpCo purchased, and the aggregate direct equity interest in VN OpCo held by our employees after the completion of the buyback.

The Cooperation Agreement requires VN HoldCo to sell to ListCo, and ListCo to purchase, for future delivery on the terms described above in “—Cooperation Agreement with VN HoldCo,” all ordinary shares in VN OpCo that VN HoldCo purchases pursuant to these quarterly conversions.

Conversion Ratio

The Cooperation Agreement provides that, in respect of any conversions described immediately above, the applicable conversion ratio will be calculated by dividing the number of Class A ordinary shares that are outstanding immediately prior to the relevant conversion by the total number of ordinary shares in VN OpCo that ListCo either directly owns or has an indirect effective interest in immediately prior to the relevant conversion. For example, upon completion of this offering and the Reorganization, the conversion ratio will be 6.805, based on 137,408,072 Class A ordinary shares outstanding and ListCo and VN HoldCo collectively holding 20,191,187 ordinary shares in VN OpCo.

The conversion ratio will be recalculated from time to time upon the issuance or cancelation of Class A ordinary shares. Any ordinary shares in VN OpCo that are held by VN HoldCo are considered outstanding and held by ListCo for these purposes, irrespective of whether they have been purchased by ListCo for future delivery.

The relative contribution to our consolidated financial position or results of operations from VN OpCo and the offshore portion of our business is not to be taken into account in the determination of the conversion ratio. Pursuant to the Cooperation Agreement, our board of directors shall have sole authority in the determination of the conversion ratio.

Description of Governance at VN OpCo and VN HoldCo

Upon the completion of this offering and the Reorganization, our operations and affairs will be managed by ListCo’s board of directors and senior management, pursuant to our memorandum and articles of association and the Cayman Islands Companies Act (as revised). See “Management.”

In light of our corporate structure, and in particular the terms of the Cooperation Agreement, the size and composition of the non-controlling interest at VN OpCo and the materiality of our operations in Vietnam, the governance at VN HoldCo and VN OpCo are also relevant to the management of our overall affairs and could affect the value of your investment in the Class A ordinary shares. Pursuant to ListCo’s memorandum and articles of association, as in effect immediately after the completion of this offering, certain matters involving ListCo’s significant subsidiaries (including VN OpCo and, for these purposes, VN HoldCo) will require unanimous approval by ListCo’s directors present at a quorate meeting with at least one Class A director present (or, if one or more board members object, then the decision is put to a vote requiring approval by a majority that must include at least one Class A director). For further details, see “Description of Share Capital—Certain Matters Requiring Special Board Approval.”

As of the date of this prospectus, the boards of directors of ListCo, VN HoldCo and VN OpCo comprise the same individuals and, pursuant to governance arrangements described below, we expect that to remain the case at all times following the completion of this offering and the Reorganization. For further details, see a copy of the charters of VN HoldCo and VN OpCo filed as Exhibits 99.5 and 99.6, respectively, to the registration statement of which this prospectus is a part.

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VN OpCo

At the completion of this offering, after giving effect to the Reorganization, ListCo will directly hold 49% of the ordinary shares in VN OpCo and have all rights, powers, preferences, privileges, and protections associated with those ordinary shares under VN OpCo’s charter.

Beside ordinary shares with voting rights, VN OpCo can issue preference shares such as redeemable preference shares or dividend preference shares, which do not have voting rights. VN OpCo is not allowed to have treasury shares. VN OpCo can redeem and cancel up to 30% of its issued shares in proportion to the holdings of each shareholder.

VN OpCo is required to convene at least one general meeting of shareholders each year. Quorum requirements for a general meeting of shareholders are more than 50% of the shares entitled to vote and, in the case of an adjourned meeting, 33% of the shares entitled to vote.

Shareholders may receive dividends when declared by the general meeting of shareholders, provided that VN OpCo is still able to pay debts and liabilities due after such payments. General meetings of shareholders also have approval rights as to certain important matters such as issuing any new class of shares, disposing of material assets and reorganizing or liquidating the company. Each ordinary share is entitled to one vote on all matters subject to the vote at the general meeting of shareholders, where a resolution requires approval by a simple majority vote attending the meeting except for critical matters, such as liquidation, that require at least a 65% vote of the shareholders attending the meeting. Shareholders can require VN OpCo to redeem their shares if they vote against a reorganization plan or change of shareholders’ rights and obligations in a general meeting of shareholders.

A shareholder or group of shareholders holding 10% or more of the total ordinary shares has the right to nominate candidates to the board of directors of VN OpCo. Members of the board of directors are elected by a general meeting of shareholders by way of non-cumulative voting, and subject to a simple majority vote.

VN OpCo’s charter also contains a foreign ownership limitation (i.e., in addition to the foreign ownership limit pursuant to Vietnam’s Law on Investment) that applies to all ordinary shares and other equity interests in VN OpCo, and any securities convertible into or exchangeable for ordinary shares, voting securities or other equity interests in VN OpCo, and any options, warrants or other rights to acquire ordinary shares, voting securities or other equity interests in VN OpCo, whether fixed or contingent, matured or unmatured, contractual, legal, equitable or otherwise. Under the foreign ownership limitation in VN OpCo’s charter, all of the ordinary shares and other instruments of VN OpCo referred to in the prior sentence that are held by “foreign investors”—as the term is used in Vietnam’s Law on Investment and its implementing regulations, or in any similar legislation of Vietnam enacted in substitution or replacement therefor, and as interpreted by the relevant Vietnamese authorities—must not exceed 49% (or such other maximum percentage as substitute or replacement legislation shall provide) of the charter capital of VN OpCo.

VN OpCo’s charter further provides that the board of directors of VN OpCo, in its absolute discretion, may decline to register any transfer that does not comply with Vietnam’s foreign ownership laws.

VN HoldCo

The Cooperation Agreement permits VN HoldCo to engage solely in activity relating to its obligations under the Cooperation Agreement or directly related to the establishment and/or maintenance of VN HoldCo’s corporate existence.

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The charter of VN HoldCo provides that (except with respect to a minimal number of shares held by designated individuals to permit joint stock company status under Vietnamese law (the “qualifying shares”)) only Vietnamese nationals who are “officers” (as defined in Rule 16a-1 under the Exchange Act) of VN OpCo (or any of its direct or indirect parent companies) and are also holders of the Class B ordinary shares of ListCo are eligible to be shareholders of VN HoldCo. Upon the death, disability or cessation of employment with us of any holder of ordinary shares in VN HoldCo (except designated individuals holding qualifying shares), our board of directors has the right to designate the person to whom that holder’s ordinary shares may be transferred, subject to the approval of holders of no less than 80% of the Class A ordinary shares attending and voting at a quorate meeting.

Additionally, every holder of ordinary shares in VN HoldCo (other than qualifying shares) will be required to provide irrevocable undertakings in favor of ListCo:

• with respect to the matters in the foregoing paragraph;

• that, subject to applicable law, upon the completion of this offering and at all times thereafter the board of directors of VN HoldCo will comprise the same individuals who serve on the board of directors of ListCo; and

• renouncing any economic rights of such holder to the charter capital of VN HoldCo.

Every holder of ordinary shares in VN HoldCo (other than qualifying shares) will also be required to mortgage such holder’s ordinary shares in VN HoldCo to secure VN HoldCo’s performance of its obligations under the Cooperation Agreement and the above undertakings. The mortgage will be perfected by way of registration with the relevant Vietnamese authorities.

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USE OF PROCEEDS

We estimate that the net proceeds from sale of the Class A ordinary shares that we are offering will be approximately US$            million, assuming an initial public offering price of US$            per share, which is the midpoint of the price range listed on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. A US$1.00 increase (decrease) in the assumed initial public offering price of US$             per share would increase/(decrease) the net proceeds to us from this offering by approximately US$             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds to us from this offering as follows:

(i) approximately US$            million to make a payment in Vietnamese Dong to the Original Foreign Investors who were direct shareholders of VN OpCo. Subject to exchange rate risk, we expect this payment to be financially neutral because its recipients are required to pay us an equivalent amount in U.S. dollars within 20 business days, subject to forfeiture of the relevant Class A ordinary shares in the event of non-payment. This funds flow is required to comply with Vietnamese foreign investment requirements and capital controls. See “Our Corporate Structure—The Reorganization—ListCo’s Acquisition of 47.6% Direct Equity Interest in VN OpCo;”

(ii) approximately US$            million to repay the outstanding borrowings under the Citi Loan, in the manner described in “Our Corporate Structure—The Reorganization—Citi Loan;”

(iii) approximately US$            million to donate to the VNG Foundation, a charitable foundation established by us to support education and healthcare programs for communities in need in Vietnam. See “Business—Corporate Social Responsibility” for further information;

(iv) approximately US$            to fund existing capital calls on our passive limited partner interest in 01Fintech LP, a Cayman Islands fund that primarily invests in fintech companies throughout Asia. The investment is conditioned upon the completion of this offering; and

(v) the remainder for our general corporate purposes, at the broad discretion of our management.

If the underwriters exercise their over-allotment option, we will not receive any proceeds from the sale of the Class A ordinary shares by the selling shareholder.

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CAPITALIZATION

The table below sets forth our cash, current and non-current borrowings, total equity, and total capitalization as of June 30, 2023, as follows:

• for VN OpCo and its subsidiaries, on an actual basis;

• for ListCo and its subsidiaries, on a pro forma basis, giving effect to the transactions described under the Reorganization; and

• for ListCo and its subsidiaries, on a pro forma as-adjusted basis, giving effect to:

(i) certain of the transactions described under the Reorganization, as indicated in the footnotes to the table immediately below;

(ii) the issuance and sale of            Class A ordinary shares by ListCo in this offering at the initial public offering price of US$             per Class A ordinary share (the midpoint of the estimated offering price per Class A ordinary share set forth on the cover page of this prospectus), and after deducting underwriting discounts and commissions, estimated offering expenses payable by us; and

(iii) payment of the deferred consideration pursuant to the share purchase agreement between ListCo and certain of the Original Foreign Investors and the repayment of the outstanding borrowings under the Citi Loan, each out of the proceeds of this offering.

The pro forma information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual initial public offering price of the Class A ordinary shares. You should read this table in conjunction with “Our Corporate Structure—The Reorganization,” “Use of Proceeds,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of June 30, 2023
	Historical VN OpCo				Pro Forma Consolidated ListCo		Pro Forma Consolidated ListCo as-adjusted
	VND		US$		VND	US$	VND		US$
	(VND in millions)
Cash and cash equivalents:		2,294,653.8		96,414,024
Debt:
Interest-bearing loans, current(1)		1,056,410.4		44,386,991
Interest-bearing loans, non-current(1)		577,877.5		24,280,568
Citi Loan, current(2)		440,765.5		18,519,557				—		—
Citi Loan, non-current(2)		—		—				—		—
Total debt		1,634,287.9		68,667,559
Equity:		1,995,794.0		83,856,890
Issued capital—ListCo
Class A ordinary shares, par value US$0.000001 per share: no shares issued or outstanding, actual;             shares issued and outstanding pro forma(3);             shares issued and outstanding pro forma as adjusted		—		—

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	As of June 30, 2023
	Historical VN OpCo						Pro Forma Consolidated ListCo		Pro Forma Consolidated ListCo as-adjusted
	VND			US$			VND	US$	VND	US$
	(VND in millions)
Class B ordinary shares, par value US$0.000001 per share: no shares issued or outstanding, actual;             shares issued and outstanding pro forma;             shares issued and outstanding pro forma as adjusted		—			—
Share premium—ListCo		—			—
Issued capital—VN OpCo		358,442.6			15,060,614
Share premium—VN OpCo		1,202,287.2			50,516,269
Treasury shares		(1,997,393.1	)		(83,924,081	)
Retained earnings		(1,124,546.5	)		(47,249,853	)
Other reserves		3,565,525.1			149,811,978
Other components of equity		(5,216.1	)		(219,166	)
Non-controlling interests		(3,305.1	)		(138,871	)
Total equity		1,995,794.0			83,856,890
Total capitalization		3,630,081.9			152,524,449

Notes:

(1) Excludes the Citi Loan.

(2) The Citi Loan will be collateralized by a restricted cash account under VN OpCo upon funding. For more information regarding the Citi Loan, see “Our Corporate Structure—The Reorganization,” “Use of Proceeds” and “Underwriting (Conflicts of Interest).”

(3) Class A ordinary shares held by the Original Foreign Investors are subject to forfeiture under our articles and memorandum of association as in effect prior to and after the completion of this offering if certain amounts are not paid to us in the manner described in “Our Corporate Structure—The Reorganization—ListCo’s Acquisition of 47.6% Direct Equity Interest in VN OpCo.” See also “Description of Share Capital—Forfeiture of Shares.”

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings for use in the operation of our business, and therefore we do not currently expect to pay any cash dividends on the Class A ordinary shares in ListCo.

Any future determination to pay dividends to holders of Class A ordinary shares will be at the discretion of ListCo’s board of directors and will depend upon many factors, including our results of operations, financial condition, capital requirements, regulatory restrictions in the jurisdictions where we operate, contractual restrictions in any relevant debt agreements and other factors that our board of directors deems relevant.

Furthermore, ListCo is a holding company and its ability to pay cash dividends will depend on the payment of distributions by its current and future subsidiaries, including VN OpCo, and compliance with applicable law. Under the laws of the Cayman Islands, ListCo may pay a dividend out of either profit (including retained earnings) or share premium account; provided that in no circumstances may a dividend be paid if this would result in ListCo being unable to pay its debts as they fall due in the ordinary course of business. Under Vietnamese law, VN OpCo is only allowed to pay dividends if it has been profitable, and has fulfilled all of its tax obligations and other statutory financial obligations; has made up carried-forward losses and maintains compulsory reserves; and the payment of the dividends will not result in it being unable to discharge its debts and/or other liabilities. In addition, because any such dividends would be required to be paid pro rata to all of VN OpCo’s shareholders, including holders of the non-controlling interest, it would be inefficient from a corporate financing perspective for VN OpCo to pay dividends solely for purposes of financing ListCo’s expenditures outside Vietnam.

Accordingly, investors should rely on sales of their Class A ordinary shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment in the Class A ordinary shares.

Holders of Class B ordinary shares in ListCo are not entitled to participate in any dividends declared by ListCo’s board of directors.

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DILUTION

Dilution is the amount by which the offering price paid by the purchasers of the Class A ordinary shares in this offering exceeds the pro forma net tangible book value per Class A ordinary share after the offering. If you invest in the Class A ordinary shares in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per Class A ordinary share after this offering.

Our pro forma net tangible book value per share is determined at any date by subtracting our total liabilities and non-controlling interests from the total book value less goodwill and other intangible assets and dividing the difference by the number of Class A ordinary shares, after giving effect to certain adjustments. Our pro forma net tangible book value giving effect to the Reorganization would have been US$             million as of June 30, 2023, or US$             per Class A ordinary share with respect to             Class A ordinary shares. Our pro forma net tangible book value adjusted to give effect to this offering would have been US$             million as of June 30, 2023, or US$             per Class A ordinary share with respect to             Class A ordinary shares.

The latter amount represents an immediate dilution in pro forma net tangible book value of        %, or US$            per share to new investors purchasing Class A ordinary shares in this offering, as well as an immediate increase in pro forma net tangible book value of        %, or US$            per Class A ordinary share for all other holders of the Class A ordinary shares. We determine this dilution by subtracting the pro forma net tangible book value per share after this offering and the Reorganization from the amount of cash that a new investor paid for a Class A ordinary share.

The following table illustrates such dilution to new investors purchasing Class A ordinary shares in this offering:

Assumed initial public offering price per Class A ordinary share(1)	US$
Net tangible book value per Class A ordinary share as of June 30, 2023, giving pro forma effect to the Reorganization	US$
Change in pro forma net tangible book value per Class A ordinary share attributable to new investors in this offering	US$
Net tangible book value per Class A ordinary share as of June 30, 2023, giving pro forma effect to this offering	US$
Dilution in pro forma net tangible book value per Class A ordinary share attributable to new investors in this offering	US$

Note:

(1) Corresponds to the midpoint of the price range set forth on the cover page of this prospectus.

The actual offering price per Class A ordinary share is not based on the pro forma net tangible book value of our ordinary shares, but will be established through a book building process. Each US$1.00 increase or decrease in the assumed initial public offering price of US$            per Class A ordinary share, which is the midpoint of the price range listed on the cover page of this prospectus, would increase or decrease the total consideration paid by new investors and total consideration paid by all shareholders by US$            million and the pro forma net tangible book value per Class A ordinary share after this offering by        %, or US$            , and dilution in pro forma net tangible book value per Class A ordinary share to new investors by        %, or US$            , in each case assuming that the number of Class A ordinary shares offered by ListCo, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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Giving pro forma effect to this offering and the Reorganization, the following table summarizes the differences between new investors in this offering and the other holders of the Class A ordinary shares, as of June 30, 2023, with respect to:

• the number of Class A ordinary shares purchased from us by investors in this offering and the number of shares issued to other holders of the Class A ordinary shares;

• the total consideration paid to us in cash by investors purchasing Class A ordinary shares in this offering and by other holders of the Class A ordinary shares; and

• the average price per Class A ordinary share that new investors and other holders of the Class A ordinary shares paid.

The calculation below is based on an assumed initial public offering price of US$            per share, which is the midpoint of the price range listed on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased				Total Consideration				Average Price per share
	Number	Percent			Amount	Percent
New investors purchasing Class A ordinary shares in this offering				%	US$			%	US$
Other holders of Class A ordinary shares				%	US$			%	US$
Total			100.0	%	US$		100.0	%	US$

Each US$1.00 increase or decrease in the assumed initial public offering price of US$            per share would increase or decrease the total consideration paid by new investors and the total consideration paid by all shareholders by US$            million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions but before estimated offering expenses.

The discussion and tables above exclude Class B ordinary shares, because Class B ordinary shares carry no economic rights. Except as otherwise indicated, the discussion and the tables above assume no exercise of the underwriters’ over-allotment option and excludes 6,156,444 Class A ordinary shares reserved for issuance under our ListCo Equity Incentive Plan described in “Management—Compensation—Equity Incentive Plans.”

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SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated statements as of and for the fiscal years ended December 31, 2020, 2021 and 2022 were derived from the audited consolidated financial statements of VN OpCo included elsewhere in this prospectus. The selected consolidated statements as of and for the six months ended June 30, 2022 and 2023 were derived from the unaudited interim condensed consolidated financial statements of VN OpCo included elsewhere in this prospectus. The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The following selected consolidated financial data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

The selected consolidated financial data of ListCo has not been presented as it is a newly incorporated entity that, other than as described in “Our Corporate Structure—The Reorganization,” has no business transactions or activities to date and has no assets or liabilities during the periods presented in this prospectus.

Selected Consolidated Statement of Profit or Loss Data

	Historical VN OpCo Fiscal Year ended December 31,												Six months ended June 30,
	2020			2021			2022						2022			2023
	VND			VND			VND			US$			VND			VND			US$
	(VND in millions)
Revenues from contracts with customers
Games		4,831,468.9			6,381,723.9			6,018,208.9			252,865,919			3,103,753.1			3,232,535.9			135,820,837
Communications and Media		1,045,424.6			1,233,539.8			1,606,899.0			67,516,763			773,760.6			593,941.0			24,955,506
Fintech(1)		(112,465.4	)		(395,130.2	)		(389,262.8	)		(16,355,582	)		(180,376.3	)		(8,282.3	)		(347,996	)
Long-Term Opportunities		72,763.2			154,821.1			286,397.6			12,033,512			110,050.7			139,545.5			5,863,257
Revenues		5,837,191.2			7,374,954.6			7,522,242.6			316,060,613			3,807,188.1			3,957,740.2			166,291,604
Cost of revenues		(3,866,704.7	)		(4,664,462.7	)		(4,878,092.8	)		(204,961,883	)		(2,287,906.7	)		(2,288,311.4	)		(96,147,539	)
Gross profit		1,970,486.5			2,710,491.9			2,644,149.8			111,098,730			1,519,281.4			1,669,428.7			70,144,065
Other operating income		29,740.9			71,549.9			127,022.3			5,337,070			44,965.7			37,325.5			1,568,298
Selling and distribution costs		(1,445,051.0	)		(1,893,508.5	)		(2,195,839.5	)		(92,262,163	)		(1,076,481.9	)		(984,415.9	)		(41,362,012	)
Administrative expenses		(1,247,067.2	)		(1,432,232.1	)		(2,277,582.3	)		(95,696,736	)		(805,022.2	)		(932,617.0	)		(39,185,587	)
Other operating expenses		(31,592.1	)		(41,121.9	)		(32,403.2	)		(1,361,479	)		(12,037.0	)		(41,606.8	)		(1,748,185	)
Gain or loss on financial assets measured at fair value through profit or loss		5,639.5			15,570.2			(53,356.8	)		(2,241,881	)		(5,494.9	)		(93,747.1	)		(3,938,952	)
Operating loss		(717,843.4	)		(569,250.6	)		(1,788,009.7	)		(75,126,458	)		(334,788.9	)		(345,632.4	)		(14,522,373	)
Finance income		222,783.9			172,295.8			91,663.3			3,851,401			62,334.5			14,243.1			598,448
Finance costs		(15,915.1	)		(15,959.3	)		(15,301.8	)		(642,934	)		(4,481.8	)		(46,042.1	)		(1,934,544	)
Share of loss of associates		(6,140.6	)		(11,046.2	)		(187,612.8	)		(7,882,891	)		(57,912.4	)		(236,899.9	)		(9,953,776	)
Loss before tax		(517,115.1	)		(423,960.3	)		(1,899,261.0	)		(79,800,881	)		(334,848.5	)		(614,331.4	)		(25,812,245	)
Income tax expense		(133,497.5	)		(308,315.1	)		(164,504.6	)		(6,911,959	)		(56,530.2	)		(37,369.6	)		(1,570,151	)
Loss for the period		(650,612.6	)		(732,275.4	)		(2,063,765.6	)		(86,712,840	)		(391,378.7	)		(651,701.0	)		(27,382,396	)

Note:

(1) Our Fintech revenue is reported net of incentives, so if incentives given to customers and users exceed Fintech’s commission and fees received (which represent Fintech’s gross revenue), it can result in us reporting negative Fintech revenue.

110

Selected Consolidated Statement of Financial Position Data

	Historical VN OpCo
	As of December 31,								As of June 30,
	2020		2021		2022				2023
	VND		VND		VND		US$		VND		US$
	(VND in millions)
Cash and cash equivalents:		2,166,178.8		1,882,309.1		1,281,358.1		53,838,574		2,294,653.8		96,414,024
Assets:
Total non-current assets		2,073,987.3