VINFAST与黑桃完成业务合并
— VinFast 的普通股和认股权证将于 2023 年 8 月 15 日在纳斯达克开始交易，股票代号分别为“VFS”和“VFSWW”
香港, 2023年8月15日 – (亚太商讯) – VinFast Auto Ltd.（「VinFast」）及 Black Spade Acquisition Co（纽约证券交易所代号：BSAQ）（「黑桃」）今天宣布完成早前公布的业务合并（「业务合并」）。业务合并完成后的上市公司为 VinFast Auto Ltd.，其股票和认股权证将于2023 年 8 月15 日在纳斯达克股票市场有限责任公司（「纳斯达克」）开始交易，股票代号分别为“VFS” 和“VFSWW”。
黑桃的股东于 2023 年 8 月 10 日投票批准此项交易，随后宣布完成业务合并。随着业务合并完成，黑桃已成为 VinFast 的全资子公司，并预计将从纽约证券交易所美国有限责任公司退市。
VinFast Auto Ltd. 全球首席执行官 Thuy Le 女士表示：「成为美国上市公司标志着 VinFast 在全球扩张的一个重要里程碑。上市不仅仅是股票市场上的交易，更是对我们的愿景和潜力投下一张有力的信任票，同时也履行了我们致力让每个人都能容易使用智能、安全和环保电动汽车的承诺。我真诚感谢黑桃作为我们尊敬的合作伙伴，并与我们踏上“一起无界限”（boundless together）的旅程，为我们和后代创造更加绿色的未来。」
Black Spade Acquisition Co 主席兼联席行政总裁谭志伟先生表示：「我们非常高兴宣布与 VinFast 成功完成业务合并。VinFast 是一家在电动汽车领域发展迅速、具备可扩展规模的公司。VinFast 开发了一系列具吸引力并结合智能、安全和环保的电动汽车型号。我们相信 VinFast 将继续致力于提供高质量的产品和卓越的售后服务。于纳斯达克上市将令 VinFast 透过获取更广泛的集资渠道而增强全球影响力。在通过创新以塑造更美好未来的共同愿景的推动下，我们预计与 VinFast 的合作将掀开可持续出行的新篇章。」
有关交易的其他信息（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。
有关此次交易的更多信息，请参阅 VinFast 的 F-4 表格登记声明，其中包括黑桃的委托说明书 (proxy statement) 和 VinFast 有关业务合并于 2023 年 6 月 15 日首次向美国证监会提交的招股章程。
VinFast 与黑桃代表
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 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.
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VinFast Auto Ltd.
投资者关系 Email: ir@vinfastauto.com
Black Spade Acquisition Co
投资者关系 Email: ir@blackspadeacquisition.com
News URL: https://www.acnnewswire.com/press-release/simplifiedchinese/85802/
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