RALEIGH,
N.C., July 28, 2023 /PRNewswire/ --
VinFast Auto Pte. Ltd. ("VinFast" or "the Company") and Black
Spade Acquisition Co (NYSE: BSAQ) ("Black Spade") announced that
the U.S. Securities and Exchange Commission ("the SEC") has
declared effective the registration statement on Form F-4 of
VinFast in connection with its proposed business combination with
Black Spade.
Black Spade has scheduled the Extraordinary General Meeting of
Shareholders ("EGM") to approve the proposed business combination
with VinFast to be held on August 10,
2023.
The business combination values VinFast at an enterprise value
of US$27 billion and an equity value of US$23 billion.
The transaction is expected to close followed by the listing of
VinFast in August 2023, subject to
shareholder approvals and other customary closing conditions.
Madame Thuy Le, Global CEO
of VinFast Auto Pte. Ltd., said: "Today represents a
remarkable milestone in advancing VinFast's presence in the U.S. as
we move towards our proposed U.S. listing. Along with this exciting
step, today we also celebrate the start of construction of our
electric vehicle (EV) factory in North
Carolina. These achievements will help accelerate our
commitment to the global green mobility revolution and our mission
to help consumers make the switch to an EV easier and more
accessible, while also opening a strategic capital-raising avenue
for our global ambitions."
Mr. Dennis Tam, Chairman and Co-CEO, Black
Spade Acquisition Co, shared, "The declaration of the SEC
effectiveness is a significant step towards the successful
completion of the business combination between Black Spade and
VinFast. We have diligently sought out a partner that aligns with
our vision, and we are confident that this merger will position us
for long-term success. We anticipate that the global lifestyle
paradigm shift towards electric mobility will accelerate further
and that VinFast will continue to distinguish itself as a
trailblazer in the global EV arena. We are delighted to collaborate
with the entire VinFast leadership team as they bring their highly
anticipated full range EV models to the global market, instigating
a significant transformation in the EV landscape."
VinFast, a member of Vingroup Jsc, was founded in 2017
and envisioned to drive the movement of global smart electric
vehicle revolution. VinFast manufactures and exports a portfolio of
e-SUVs, e-scooters and e-buses across Vietnam, North
America, and, soon, Europe.
The Company operates a state-of-the-art automotive
manufacturing complex in Hai Phong
that boasts up to 90% manufacturing automation and an annual
production capacity (i.e. maximum number of vehicles that can be
constantly manufactured in a year with additional shifts per day
throughout the year) of up to 300,000 units per year in phase
1.
VinFast is committed to its mission of creating a sustainable
future for everyone. The Company became a fully EV manufacturer in
2022, and has since delivered four EV models: VF e34, VF 8, VF 9
and VF 5 to customers in Vietnam
to date. VinFast crossed an important milestone on the journey to
becoming a recognized global EV brand with its first VF 8 EVs
exported to North America earlier
this year.
Black Spade, listed on the NYSE American, was founded by
Black Spade Capital, which runs a global portfolio consisting of a
wide spectrum of cross-border investments, and consistently seeks
to add new investment projects and opportunities to its
portfolio.
Additional information about the proposed transaction, including
a copy of the business combination agreement, is available in Black
Spade's Current Report on Form 8-K, filed on May 12,
2023 with the Securities and Exchange Commission ("SEC")
at www.sec.gov.
More information about the proposed transaction is available in
VinFast registration statement on Form F-4 that include BSAQ's
proxy statement and VinFast's prospectus in relation to the
business combination, which was first filed with the SEC on
June 15, 2023.
About VinFast
VinFast – a member of Vingroup Jsc – is a leading Vietnamese
automotive manufacturer committed to its mission of creating a
green future for everyone. VinFast manufacturers and exports a
portfolio of electric
SUVs, e-scooters and e-buses across
Vietnam, the United States, and, soon, Europe. Learn more
at www.vinfastauto.us.
About Black Spade Acquisition Co
Black Spade Acquisition Co ("BSAQ") is a blank check company
incorporated for the purpose of effecting a business combination
(Special Purpose Acquisition Company). BSAQ was founded by Black
Spade Capital, which runs a global portfolio consisting of a wide
spectrum of cross-border investments, and consistently seeks to add
new investment projects and opportunities to its portfolio. Learn
more at: https://www.blackspadeacquisition.com.
Forward-Looking Statements
This document contains certain forward-looking statements within
the meaning of U.S. federal securities laws with respect to the
proposed transaction between VinFast Auto Ltd. (the "Company") and
Black Spade Acquisition Co ("Black Spade"), including statements
regarding the benefits of the transaction, the anticipated benefits
of the transaction, the Company or Black Spade's expectations
concerning the outlook for the Company's business, productivity,
plans and goals for product launches, deliveries and future
operational improvements and capital investments, operational
performance, future market conditions or economic performance and
developments in the capital and credit markets and expected future
financial performance, as well as any information concerning
possible or assumed future results of operations of the Company.
These forward-looking statements generally are identified by the
words "believe," "project," "expect," "anticipate," "estimate,"
"intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are
their managements' current predictions, projections and other
statements about future events that are based on current
expectations and assumptions available to the Company and Black
Spade, and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially
from the forward-looking statements in this document, including but
not limited to: (i) the risk that the proposed transaction may not
be completed within the prescribed time frame, which may adversely
affect the price of Black Spade's securities, (ii) the risk that
investors of the Company may not receive the same benefits as an
investor in an underwritten public offering, (iii) the risk that
the Black Spade securities may experience a material price decline
after the proposed transaction, (iv) the adverse impact of any
shareholder litigation and regulatory inquiries and investigations
on the Company's business, (v) a reduction of trust account
proceeds and the per share redemption amount received by
shareholders as a result of third-party claims, (vi) the risk that
the transaction may not be completed by Black Spade's business
combination deadline and an extension period, (vii) the risk that
distributions from trust account may be subject to claw back if
Black Spade is deemed to be insolvent, (viii) the ability of the
Company to get approval for listing of its ordinary shares and
warrants and comply with the continued listing standards of the
Nasdaq, (ix) the failure to satisfy the conditions to the
consummation of the transaction, certain of which are outside of
Black Spade or the Company's control, (x) the ability of the
Company to achieve profitability, positive cash flows from
operating activities and a net working capital surplus, (xi) the
ability of the Company to fund its capital requirements through
additional debt and equity financing under commercially reasonable
terms and the risk of shareholding dilution as a result of
additional capital raising, if applicable, (xii) risks associated
with being a new entrant in the EV industry, (xiii) the risks that
the Company's brand, reputation, public credibility and consumer
confidence in its business being harmed by negative publicity,
(xiv) the Company's ability to successfully introduce and market
new products and services, (xv) competition in the automotive
industry, (xvi) the Company's ability to adequately control the
costs associated with its operations, (xvii) the ability of the
Company to obtain components and raw materials according to
schedule at acceptable prices, quality and volumes acceptable from
its suppliers, (xviii) the Company's ability to maintain
relationships with existing suppliers who are critical and
necessary to the output and production of its vehicles and to
create relationships with new suppliers, (xix) the Company's
ability to establish manufacturing facilities outside of
Vietnam and expand capacity within
Vietnam timely and within budget,
(xx) the risk that the Company's actual vehicle sales and revenue
could differ materially from expected levels based on the number of
reservations received, (xxi) the demand for, and consumers'
willingness to adopt EVs, (xxii) the availability and accessibility
of EV charging stations or related infrastructure, (xxiii) the
unavailability, reduction or elimination of government and economic
incentives or government policies which are favorable for EV
manufacturers and buyers, (xxiv) failure to maintain an effective
system of internal control over financial reporting and to
accurately and timely report the Company's financial condition,
results of operations or cash flows, (xxv) battery packs failures
in the Company or its competitor's EVs, (xxvi) failure of the
Company's business partners to deliver their services, (xxvii)
errors, bugs, vulnerabilities, design defects or other issues
related to technology used or involved in the Company's EVs or
operations, (xxviii) the risk that the Company's research and
development efforts may not yield expected results, (xxix) risks
associated with autonomous driving technologies, (xxx) product
recalls that the Company may be required to make, (xxxi) the
ability of the Company's controlling shareholder to control and
exert significant influence on the Company, (xxxii) the Company's
reliance on financial and other support from Vingroup and its
affiliates and the close association between the Company and
Vingroup and its affiliates and (xxxiii) conflicts of interests
with or any events impacting the reputations of Vingroup affiliates
or unfavorable market conditions or adverse business operation of
Vingroup and Vingroup affiliates. The foregoing list of factors is
not exhaustive. Forward-looking statements are not guarantees of
future performance. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the
"Risk Factors" section of the Company's registration statement on
Form F-4 filed by the Company with the U.S. Securities and Exchange
Commission (the "SEC"), Black Spade's Annual Report on Form 10-K
for the year ended December 31, 2022,
which was filed with the SEC on March 10,
2023, Black Spade's Quarterly Report on Form 10-Q for the
three-months ended March 31, 2023,
which was filed with the SEC on May 15,
2023, and other documents filed by the Company and/or Black
Spade from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and all
forward-looking statements in this document are qualified by these
cautionary statements. The Company and Black Spade assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither the Company nor Black Spade
gives any assurance that either the Company or Black Spade will
achieve its expectations. The inclusion of any statement in this
communication does not constitute an admission by the Company or
Black Spade or any other person that the events or circumstances
described in such statement are material.
Additional Information and Where to Find It
This document relates to a proposed transaction between the
Company and Black Spade. This document does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act. In connection with the Business
Combination, the Company filed a registration statement on Form F-4
with the SEC (as may be amended from time to time, the
"Registration Statement") on June 15,
2023, which included a proxy statement of Black Spade and a
prospectus of the Company. The SEC declared the Registration
Statement effective on July 28,
2023.
The Registration Statement, including the proxy
statement/prospectus contained therein, contains important
information about the Business Combination and the other matters to
be voted upon at a meeting of Black Spade's shareholders to be held
to approve the Business Combination (and related matters). Black
Spade also file other documents regarding the proposed transaction
with the SEC. This document does not contain all the information
that should be considered concerning the proposed transactions and
is not intended to form the basis of any investment decision or any
other decision in respect of the transactions. Before making any
voting decision, investors and shareholders of Black Spade are
urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the Company, Black Spade and the
Business Combination.
Investors and shareholders will be able to obtain free copies of
the registration statement, proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by Black Spade through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by Black Spade may be
obtained free of charge from Black Spade's website at
https://www.blackspadeacquisition.com/ or by written request to
Black Spade at Black Spade Acquisition Co, Suite 2902, 29/F, The
Centrium, 60 Wyndham Street, Central Hong
Kong.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in Solicitation
Black Spade and the Company and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from Black Spade's shareholders in connection with the
proposed transaction. Information about Black Spade's directors and
executive officers and their ownership of Black Spade's securities
is set forth in Black Spade's filings with the SEC, including Black
Spade's Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC
on March 10, 2023, and the
Registration Statement. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction.
Shareholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully before making
any voting or investment decisions. You may obtain free copies of
these documents as described in the preceding paragraph.
No Offer or Solicitation
This document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities pursuant to the proposed transactions or otherwise,
nor shall there be any sale of securities in any jurisdiction in
which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
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SOURCE VinFast