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香港, 2023年7月29日 - (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」）宣布，美國證券交易委員會（「美國證監會」）已宣布VinFast有關計劃與黑桃進行業務合併的 F-4表格註冊聲明生效。
黑桃已安排於 2023 年 8 月 10 日召開特別股東大會（EGM），以批准與 VinFast 進行業務合併的計劃。
此次業務合併反映VinFast 的企業價值為 270 億美元，股權價值為 230 億美元。 該交易預計將在 VinFast 於 2023 年 8 月上市後完成，具體取決於股東批准和其他一般性成交條件。
VinFast Auto Pte. Ltd. 全球首席執行官 Thuy Le 女士表示：「今天，隨著我們推進在美國上市的計劃，亦標誌著一個 VinFast 進一步拓展美國業務的重要里程碑。 伴隨著這一個振奮人心的階段，今天我們還慶祝北卡羅來納州電動汽車 （EV）廠房正式動工。 這些成就將有助於加速我們對全球綠色出行革命的承諾，以及我們幫助消費者更容易地轉向電動汽車的使命，同時也為我們的全球發展抱負開闢一條戰略資本融資途徑。」
Black Spade Acquisition Co 主席兼聯席行政總裁譚志偉先生表示：「美國證監會宣布表格註冊聲明生效是黑桃與 VinFast 邁向成功完成業務合併的重要一步。 我們一直在努力不懈尋找符合我們願景的合作夥伴，我們相信這次合併將為我們取得長期成功奠定基礎。 我們預計，隨著全球生活方式向電動汽車的轉型進一步加速，VinFast 將繼續成為全球電動汽車領域的開拓者。 我們很高興與整個 VinFast 領導團隊合作，他們將向全球市場推出備受期待的全系列電動汽車型號，促成電動汽車領域的重大變革。」
VinFast 成立於 2017 年，是 Vingroup Jsc 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，擁有高達份之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 NYSE American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 日向美國證監會提交的 8-K 表格所載的最新報告。
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
VinFast – 為 Vingroup Jsc 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 www.vinfastauto.us。
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）。 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。
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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