HONG
KONG, Aug. 10, 2023 /PRNewswire/ -- Black Spade
Acquisition Co (the "Company") today announced that, in connection
with its proposed business combination (the "Business Combination")
with VinFast Auto Ltd. ("VinFast"), it intends to voluntarily
delist its units, Class A ordinary shares and warrants from the
NYSE American LLC ("NYSE American"), subject to the closing of the
Business Combination.
The Company's decision to voluntarily delist its units, Class A
ordinary shares and warrants from the NYSE American is due to the
fact that upon the consummation of the Business Combination, the
Company will become a wholly owned subsidiary of VinFast, and
VinFast's ordinary shares and warrants are expected to be traded on
the Nasdaq Stock Market LLC ("Nasdaq"), subject to the
closing of the Business Combination and the fulfillment of all
applicable listing requirements of Nasdaq.
Trading of VinFast's ordinary shares and warrants is currently
expected to begin on Nasdaq at market open on or about August 15, 2023 under the symbols "VFS" and
"VFSWW", respectively, following the consummation of the Business
Combination. The last day of trading of the Company's securities on
NYSE American is expected to be on or about August 14, 2023. The delisting from NYSE American
and the listing on Nasdaq are subject to the closing of the
Business Combination and the fulfillment of all applicable listing
requirements of Nasdaq.
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. ("VinFast") and
Black Spade Acquisition Co ("BSAQ"), including statements regarding
the benefits of the transaction, the anticipated benefits of the
transaction, VinFast's or BSAQ's expectations concerning the
outlook for VinFast'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 VinFast. 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
VinFast and BSAQ, 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 BSAQ's
securities, (ii) the risk that investors of VinFast may not receive
the same benefits as an investor in an underwritten public
offering, (iii) the risk that the BSAQ 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 VinFast'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 BSAQ's
business combination deadline and extension period, (vii) the risk
that distributions from trust account may be subject to claw back
if BSAQ is deemed to be insolvent, (viii) the ability of VinFast 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 BSAQ's or VinFast's
control, (x) the ability of VinFast to achieve profitability,
positive cash flows from operating activities and a net working
capital surplus, (xi) the ability of VinFast 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 VinFast's brand, reputation, public
credibility and consumer confidence in its business being harmed by
negative publicity, (xiv) VinFast's ability to successfully
introduce and market new products and services, (xv) competition in
the automotive industry, (xvi) VinFast's ability to adequately
control the costs associated with its operations, (xvii) the
ability of VinFast to obtain components and raw materials according
to schedule at acceptable prices, quality and volumes acceptable
from its suppliers, (xviii) VinFast'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) VinFast's ability to
establish manufacturing facilities outside of Vietnam and expand capacity within
Vietnam timely and within budget,
(xx) the risk that VinFast'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 VinFast's financial condition, results
of operations or cash flows, (xxv) battery packs failures in
VinFast or its competitor's EVs, (xxvi) failure of VinFast's
business partners to deliver their services, (xxvii) errors, bugs,
vulnerabilities, design defects or other issues related to
technology used or involved in VinFast's EVs or operations,
(xxviii) the risk that VinFast's research and development efforts
may not yield expected results, (xxix) risks associated with
autonomous driving technologies, (xxx) product recalls that VinFast
may be required to make, (xxxi) the ability of VinFast's
controlling shareholder to control and exert significant influence
on VinFast, (xxxii) VinFast's reliance on financial and other
support from Vingroup and its affiliates and the close association
between VinFast 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 VinFast's
registration statement on Form F-4 filed by VinFast with the U.S.
Securities and Exchange Commission (the "SEC"), BSAQ's Annual
Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC
on March 10, 2023, BSAQ'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 VinFast and/or BSAQ 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. VinFast and BSAQ 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 VinFast nor BSAQ gives any
assurance that either VinFast or BSAQ will achieve its
expectations. The inclusion of any statement in this communication
does not constitute an admission by VinFast or BSAQ 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
VinFast and BSAQ. 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, VinFast 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 BSAQ and a
prospectus of VinFast. 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 BSAQ's shareholders approving the
Business Combination (and related matters). BSAQ 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 BSAQ through the website maintained by the SEC at www.sec.gov.
In addition, the documents filed by BSAQ may be obtained free of
charge from BSAQ's website at
https://www.blackspadeacquisition.com/ or by written request to
BSAQ 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
BSAQ and VinFast and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from BSAQ's shareholders in connection with the proposed
transaction. Information about BSAQ's directors and executive
officers and their ownership of BSAQ's securities is set forth in
BSAQ's filings with the SEC, including BSAQ'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