美国证券交易委员会宣布 VINFAST 有关计划与黑桃进行业务合并的 F-4 表格注册声明生效
香港, 2023年7月29日 – (亚太商讯) – VinFast Auto Pte. Ltd.（「VinFast」或「公司」）及 Black Spade Acquisition Co（纽约证券交易所代号：BSAQ）（「黑桃」）宣布，美国证券交易委员会（「美国证监会」）已宣布VinFast有关计划与黑桃进行业务合并的 F-4表格注册声明生效。
黑桃已安排于 2023 年 8 月 10 日召开特别股东大会（EGM），以批准与 VinFast 进行业务合并的计划。
此次业务合并反映VinFast 的企业价值为 270 亿美元，股权价值为 230 亿美元。 该交易预计将在 VinFast 于 2023 年 8 月上市后完成，具体取决于股东批准和其他一般性成交条件。
VinFast Auto Pte. Ltd. 全球首席执行官 Thuy Le 女士表示：「今天，随着我们推进在美国上市的计划，亦标志着一个 VinFast 进一步拓展美国业务的重要里程碑。 伴随着这一个振奋人心的阶段，今天我们还庆祝北卡罗来纳州电动汽车 （EV）厂房正式动工。 这些成就将有助于加速我们对全球绿色出行革命的承诺，以及我们帮助消费者更容易地转向电动汽车的使命，同时也为我们的全球发展抱负开辟一条战略资本融资途径。」
Black Spade Acquisition Co 主席兼联席行政总裁谭志伟先生表示：「美国证监会宣布表格注册声明生效是黑桃与 VinFast 迈向成功完成业务合并的重要一步。 我们一直在努力不懈寻找符合我们愿景的合作伙伴，我们相信这次合并将为我们取得长期成功奠定基础。 我们预计，随着全球生活方式向电动汽车的转型进一步加速，VinFast 将继续成为全球电动汽车领域的开拓者。 我们很高兴与整个 VinFast 领导团队合作，他们将向全球市场推出备受期待的全系列电动汽车型号，促成电动汽车领域的重大变革。」
VinFast 成立于 2017 年，是 Vingroup Jsc 集团成员，并积极推动全球智能电动汽车革命运动。VinFast 生产一系列电动 SUV（e-SUV）、电动踏板车（e-scooter）和电动巴士（e-bus）并在越南、北美以及即将在欧洲出售。公司在海防设有先进的第一期汽车制造基地，拥有高达份之90的自动化生产能力，年产量能达 30 万辆（即在增加每日生产班次下，一年内可以不断生产的最高车辆数量）。
VinFast 致力于为每个人创造可持续发展的未来。公司于 2022 年转型为纯电动汽车制造商。迄今为止，已向越南客户交付四款电动汽车：VF e34，VF 8，VF 9 和VF 5。VinFast 今年年初向北美出口首批 VF 8 电动汽车，使其跨越一个重要的里程碑，成为全球公认的电动汽车品牌。
Black Spade Acquisition Co 于 NYSE American上市，由黑桃资本创立。黑桃资本管理由多元化跨境投资组成的全球投资组合，并一直致力为其投资组合增加新的投资项目及机会。
有关建议交易的其他信息（包括业务合并协议的副本）可浏览 https://www.sec.gov/，查阅黑桃于 2023 年 5 月 12 日向美国证监会提交的 8-K 表格所载的最新报告。
有关建议交易的更多信息亦将在 VinFast 的申请上市注册报表（包括将向美国证监会提交的 BSAQ 委托说明书(proxy statement)及 VinFast 有关业务合并的招股章程）中阐述。
有关 VinFast
VinFast – 为 Vingroup Jsc 集团成员 – 是越南领先的汽车制造商，致力于为每个人创造绿色未来。VinFast 生产一系列电动 SUV（e-SUV）、电动踏板车（e-scooter）和电动巴士（e-bus）并在越南、北美以及即将在欧洲出售。了解更多 www.vinfastauto.us。
有关 Black Spade Acquisition Co
Black Spade Acquisition Co 为进行业务合并而成立的空白支票公司（特殊目的收购公司）。 Black Spade Acquisition Co 由黑桃资本创立，黑桃资本管理由广泛的跨境投资组成的全球投资组合，并一直寻求为其组合增加新的投资项目和机会。了解更多信息： 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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