VinFast與Black Spade Acquisition Co進行業務合併公開上市

HONG KONG, May 12, 2023 - (亞太商訊) -  VinFast Auto Pte. Ltd.（「VinFast」或「公司」）及Black Spade Acquisition Co（紐約證券交易所代號：BSAQ）（「黑桃」）今日宣布已簽署業務合併協議。交易完成後，VinFast的股權價值將超過230億美元，並將在美國上市。

Vingroup、VinFast及Black Spade代表出席簽署儀式
在該次業務合併中，VinFast被評估為擁有企業價值約270億美元及股權價值230億美元，該等價值不包括黑桃存放於信託的約1.69億美元現金（假設無黑桃股東在獲允許的情況下選擇將其持有的股份兌換為現金）。

交易預計將於2023年下半年完成，但須等待監管機構及股東批准以及達成一般性交易條件。交易完成後，VinFast的現有股東將持有已合併公司約99%股份。

VinFast Auto Pte. Ltd. 全球首席執行官Thuy Le女士表示：「VinFast已展現出其迅速打入國際市場的能力。與黑桃的合作夥伴關係及VinFast在美國上市，為我們未來的全球發展抱負提供理想的集資渠道，亦標誌著Vingroup的一個重要成就。」

Black Spade Acquisition Co主席兼聯席行政總裁譚志偉先生表示：「VinFast通過在短短數年內建立一個每年最多可生產多達30萬輛電動汽車的生產設施，並擁有一系列精美設計的高品質電動汽車，展示了其卓越的執行力。受惠於越南最大企業集團之一Vingroup的支持，VinFast已充分把握電動汽車生活方式的優勢，我們對VinFast未來在越南及全球的增長潛力感到非常興奮。」

VinFast成立於2017年，是Vingroup集團成員，並積極推動全球智能電動汽車革命運動。 VinFast生產一系列電動SUV（e-SUV）、電動踏板車（e-scooter）和電動巴士（e-bus）並在越南、北美以及即將在歐洲出售。公司在海防設有先進的第一期汽車製造基地，擁有高達90％的自動化生產能力，年產量能達30萬輛（即在增加每日生產班次下，一年內可以不斷生產的最高車輛數量）。

VinFast致力於為每個人創造可持續發展的未來。公司於2022年轉型為純電動汽車製造商。迄今為止，已向越南客戶交付四款電動汽車：VF e34，VF 8，VF 9和VF 5。VinFast今年年初向北美出口首批VF 8 電動汽車，使其跨越一個重要的里程碑，成為全球公認的電動汽車品牌。

Black Spade Acquisition Co於紐約證交所上市，由黑桃資本創立。黑桃資本管理由多元化跨境投資組成的全球投資組合，並一直致力為其投資組合增加新的投資項目及機會。

有關建議交易的其他資訊（包括業務合併協議的副本）可瀏覽 https://www.sec.gov/，查閱黑桃於2023年5月12日向美國證券交易委員會（「美國證監會」）提交的8-K表格所載的最新報告，亦可瀏覽 https://vinfastauto.com/en/，於VinFast投資者關係頁面查閱。

有關建議交易的更多資訊亦將在VinFast的申請上市註冊報表（包括將向美國證監會提交的BSAQ委託說明書(proxy statement)及VinFast有關業務合併的招股章程）中闡述。

有關VinFast Auto Pte. Ltd.
VinFast – 為Vingroup集團成員 – 是越南領先的汽車製造商，致力於為每個人創造綠色未來。VinFast生產一系列電動SUV（e-SUV）、電動踏板車（e-scooter）和電動巴士（e-bus）並在越南、北美以及即將在歐洲出售。了解更多 https://vinfastauto.com/en/。

有關Black Spade Acquisition Co
Black Spade Acquisition Co為進行業務合併而成立的空白支票公司（特殊目的收購公司），在紐交所上市。 Black Spade Acquisition Co由黑桃資本創立，黑桃資本管理由廣泛的跨境投資組成的全球投資組合，並一直尋求為其組合增加新的投資項目和機會。了解更多信息： https://www.blackspadeacquisition.com/。

顧問
Chardan 擔任 VinFast 的收購合併顧問而JonesTrading Institutional Services則擔任Black Spade Acquisition Co的財務顧問。

Forward-Looking Statements Legend
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 to be 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, 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. The Company intends to file a registration statement on Form F-4 that will include a proxy statement of Black Spade and a prospectus of the Company with the SEC. After the registration statement is declared effective, the definitive proxy statement/prospectus will be sent to all Black Spade shareholders as of a record date to be established for voting on the proposed transaction. Black Spade also will 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 or investment 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 proposed transaction.

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.

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. 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 when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as described in the preceding paragraph.


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