- VinFast and Black Spade Expect to Close the Business
Combination on August 14,
2023.
- VinFast's Ordinary Shares and Warrants Expected to Begin
Trading on the Nasdaq on or around August
15, 2023 under Ticker Symbols "VFS" and "VFSWW,"
respectively.
NEW
YORK, Aug. 10, 2023 /PRNewswire/ -- VinFast Auto
Ltd. ("VinFast") and Black Spade Acquisition Co (NYSE: BSAQ)
("Black Spade") today announced that their previously announced
business combination (the "Business Combination") was approved at
an extraordinary general meeting (the "EGM") of Black Spade's
shareholders on August 10, 2023.
Complete official results of the vote will be included in a
current report on Form 8-K to be filed by Black Spade with the U.S.
Securities and Exchange Commission (the "SEC").
The Business Combination is expected to close on August 14, 2023. Upon such closing, VinFast
will remain as the combined company, and its ordinary shares and
warrants are expected to begin trading on the Nasdaq Stock Market
LLC ("Nasdaq") under the new ticker symbols "VFS" and "VFSWW,"
respectively, on or around August 15,
2023.
Madame Thuy Le, Global CEO
of VinFast Auto Ltd., said: "The voting results today are a
vote of confidence in VinFast from Black Spade shareholders. I
am proud of the achievements we have accomplished so far and filled
with eager anticipation for the exciting and promising
opportunities that this collaboration will bring in the
future."
Mr. Dennis Tam, Chairman and Co-CEO, Black
Spade Acquisition Co, shared, "We are thrilled to announce
that our shareholders have overwhelmingly approved the Business
Combination, demonstrating their continued confidence in the vision
and potential of the partnership between Black Spade and VinFast.
The proposals related to the Business Combination received
resounding support from our shareholders, with approximately 99.99% of votes cast in favor
of approving the Business Combination. Thanks to our shareholders'
unwavering support, we are one step closer to the exciting
milestone of taking VinFast public."
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. On July 28, VinFast
broke ground for the construction of its electric vehicle
manufacturing site in North
Carolina, marking a significant step in its global expansion
and the Company's supply chain development in North America.
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
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 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 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
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 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.
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 Black Spade Acquisition Co