-
VinFast's Ordinary Shares and Warrants to Begin Trading on the
Nasdaq on August 15, 2023 under
Ticker Symbols "VFS" and "VFSWW," respectively.
NEW
YORK, Aug. 14, 2023 /PRNewswire/ -- VinFast Auto
Ltd. ("VinFast") and Black Spade Acquisition Co (NYSE: BSAQ)
("Black Spade") today announced the completion of their previously
announced business combination (the "Business Combination"). The
listed company following the Business Combination is VinFast Auto
Ltd., and its shares and warrants will commence trading on the
Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbols "VFS"
and "VFSWW," respectively, on August 15,
2023.
The announcement of the completion of the Business Combination
comes after Black Spade's shareholders voted to approve the
transaction on August 10, 2023. As a
result of the Business Combination, Black Spade became a wholly
owned subsidiary of VinFast and is expected to be delisted from the
NYSE American LLC.
Madame Thuy Le, Global CEO
of VinFast Auto Ltd., said: "Becoming a U.S-listed company
marks a significant milestone in VinFast's global expansion. More
than just transaction on the stock market, going
public reflects a powerful vote of confidence in our vision
and potential, as well as fulfills our pledge to make smart, safe
and environmentally friendly electric vehicles accessible to
everyone. I sincerely appreciate the wonderful collaboration with
Black Spade as our respected partners who are joining us in our
'boundless together' journey towards a greener future for us and
future generations."
Mr. Dennis Tam, Chairman and Co-CEO, Black
Spade Acquisition Co, shared, "We are very pleased to
announce the successful completion of the Business Combination with
VinFast, an exceptionally fast-growing and scalable company in the
electric vehicle ("EV") sector. VinFast has developed an engaging
array of smart, safe, and eco-friendly EV models. We are confident
that VinFast will maintain its commitment to offering high-quality
products accompanied by outstanding after-sales services. A listing
on the Nasdaq will enhance VinFast's global outreach by
facilitating even wider access to capital. Driven by a shared
aspiration to shape a better future through innovation, we
anticipate our collaboration with VinFast to bring about a fresh
chapter of sustainable mobility."
Additional information about the 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 transaction is available in VinFast's
registration statement on Form F-4 which includes 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 Vietnam's leading automotive manufacturer
committed to its mission of creating a green future for everyone.
VinFast manufactures 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
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 investors of the Company may not
receive the same benefits as an investor in an underwritten public
offering, (ii) the risk that the Black Spade securities may
experience a material price decline after the transaction, (iii)
the adverse impact of any shareholder litigation and regulatory
inquiries and investigations on the Company's business, (iv) a
reduction of trust account proceeds and the per share redemption
amount received by shareholders as a result of third-party claims,
(v) the risk that distributions from trust account may be subject
to claw back if Black Spade is deemed to be insolvent, (vi) 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, (vii) the ability of the Company to achieve
profitability, positive cash flows from operating activities and a
net working capital surplus, (viii) 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, (ix) risks associated with being a new entrant in the
EV industry, (x) the risks that the Company's brand, reputation,
public credibility and consumer confidence in its business being
harmed by negative publicity, (xi) the Company's ability to
successfully introduce and market new products and services, (xii)
competition in the automotive industry, (xiii) the Company's
ability to adequately control the costs associated with its
operations, (xiv) the ability of the Company to obtain components
and raw materials according to schedule at acceptable prices,
quality and volumes acceptable from its suppliers, (xv) 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, (xvi) the
Company's ability to establish manufacturing facilities outside of
Vietnam and expand capacity within
Vietnam timely and within budget,
(xvii) the risk that the Company's actual vehicle sales and revenue
could differ materially from expected levels based on the number of
reservations received, (xviii) the demand for, and consumers'
willingness to adopt EVs, (xix) the availability and accessibility
of EV charging stations or related infrastructure, (xx) the
unavailability, reduction or elimination of government and economic
incentives or government policies which are favorable for EV
manufacturers and buyers, (xxi) 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, (xxii) battery packs failures
in the Company or its competitor's EVs, (xxiii) failure of the
Company's business partners to deliver their services, (xxiv)
errors, bugs, vulnerabilities, design defects or other issues
related to technology used or involved in the Company's EVs or
operations, (xxv) the risk that the Company's research and
development efforts may not yield expected results, (xxvi) risks
associated with autonomous driving technologies, (xxvii) product
recalls that the Company may be required to make, (xxviii) the
ability of the Company's controlling shareholder to control and
exert significant influence on the Company, (xxix) 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 (xxx) 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 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
voted upon at the meeting of Black Spade's shareholders approving
the Business Combination (and related matters). Black Spade also
filed other documents regarding the transaction with the SEC. This
document does not contain all the information that should be
considered concerning the transaction and is not intended to form
the basis of any investment decision or any other decision in
respect of the transactions.
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
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 transaction may be obtained by reading the
proxy statement/prospectus regarding the 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 transaction 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.
View original
content:https://www.prnewswire.com/news-releases/vinfast-and-black-spade-acquisition-co-complete-business-combination-301899798.html
SOURCE Black Spade Acquisition Co