Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under § 240.14a-12

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

VINFAST AUTO

PTE. LTD.*

BLACK SPADE

ACQUISITION CO

Proposal No. 1—The Business Combination Proposal—to consider and vote upon a proposal to ratify, approve and adopt by way of ordinary resolution the Business Combination Agreement, dated as of May 12, 2023, by and among Black Spade, VinFast Auto Pte. Ltd., a Singapore private limited company (the “Company” or “VinFast”) and Nuevo Tech Limited, a Cayman Islands exempted company and wholly owned subsidiary of VinFast (“Merger Sub”), as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023 (the “First Amendment to Business Combination Agreement”) and as may be further amended, supplemented or restated from time to time, by and among Black Spade, VinFast and Merger Sub (together, the “Business Combination Agreement”), and the transactions contemplated therein (the “ Transactions”), including the merger whereby Merger Sub will merge with and into Black Spade, with Black Spade surviving the merger as a wholly owned subsidiary of VinFast and the securityholders of Black Spade becoming securityholders of VinFast (the “Business Combination”) (the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement). The full text of the resolution to be voted on at the Meeting is as follows:

Proposal No. 2—The Merger Proposal—to consider and vote upon a proposal to authorize and approve by way of special resolution the Plan of Merger made in accordance with the provisions of Section 233 of the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) and the Business Combination (the “Merger Proposal”). A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B. The full text of the resolution to be voted on at the Meeting is as follows:

the Plan of Merger, by and among Black Spade Acquisition Co (“Black Spade”), Nuevo Tech Limited (“Merger Sub”) and VinFast Auto Pte. Ltd. (“VinFast”), substantially in the form attached to the accompanying proxy statement/prospectus as Annex B (the “Plan of Merger”), be authorized and approved in all respects;

Black Spade be authorized to merge with Merger Sub (the “Business Combination”) so that Black Spade be the surviving company (surviving the Business Combination as a wholly owned subsidiary of VinFast, in accordance with the terms and subject to the conditions of the Business Combination Agreement and Plan of Merger) and all the undertaking, property and liabilities of Merger Sub shall vest in Black Spade by virtue of the Business Combination pursuant to the provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”);

Black Spade be authorized to enter into the Plan of Merger;

there being no holders of any outstanding security interest granted by Black Spade immediately prior to the Merger Effective Time (as defined in the Plan of Merger), the Plan of Merger be executed by any one director on behalf of Black Spade and any director or delegate or agent thereof be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands;

as at the Merger Effective Time, the memorandum and articles of association of Black Spade will be in the form of the memorandum and articles of association of Black Spade in effect immediately before the Merger Effective Time; and

all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these Resolutions by any director or officer of Black Spade in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.”;

Proposal No. 3—The Adjournment Proposal—to consider and vote upon a proposal by way of ordinary resolution to adjourn the Meeting to a later date or dates to be determined by the chairman of the Meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more of the Business Combination Proposal and the Merger Proposal, or if holders of Class A ordinary shares of Black Spade (the “BSAQ Class A Ordinary Shares”) have elected to redeem an amount of BSAQ Class A Ordinary Shares such that Black Spade would have less than $5,000,001 of net tangible assets (the “Adjournment Proposal”). The full text of the resolution to be voted on at the Meeting is as follows:

ABOUT THIS PROXY STATEMENT/PROSPECTUS

INDUSTRY AND MARKET DATA

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

SELECTED DEFINITIONS

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

SUMMARY

SELECTED HISTORICAL FINANCIAL DATA OF BLACK SPADE

SELECTED HISTORICAL FINANCIAL DATA OF VINFAST

MARKET PRICE AND DIVIDEND INFORMATION

RISK FACTORS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

EXTRAORDINARY GENERAL MEETING OF BLACK SPADE SHAREHOLDERS

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

PROPOSAL NO. 2—THE MERGER PROPOSAL

PROPOSAL NO. 3—THE ADJOURNMENT PROPOSAL

THE BUSINESS COMBINATION AGREEMENT

AGREEMENTS IN CONNECTION WITH THE BUSINESS COMBINATION AGREEMENT

INFORMATION ABOUT THE COMPANIES

BLACK SPADE’S BUSINESS

BLACK SPADE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

VINFAST’S INDUSTRY

VINFAST’S BUSINESS

VINFAST’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

MANAGEMENT OF VINFAST FOLLOWING THE BUSINESS COMBINATION

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

MATERIAL TAX CONSIDERATIONS

DESCRIPTION OF VINFAST’S SHARES CAPITAL

DESCRIPTION OF VINFAST’S WARRANTS

COMPARISON OF RIGHTS OF VINFAST SHAREHOLDERS AND BLACK SPADE SHAREHOLDERS

BENEFICIAL OWNERSHIP OF SECURITIES OF BLACK SPADE AND VINFAST

FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS

SHAREHOLDER COMMUNICATIONS

LEGAL MATTERS

EXPERTS

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

ENFORCEABILITY OF CIVIL LIABILITY

TRANSFER AGENT AND REGISTRAR

WHERE YOU CAN FIND MORE INFORMATION

INDEX TO FINANCIAL STATEMENTS

ANNEX A-1 ORIGINAL BUSINESS COMBINATION AGREEMENT

ANNEX A-2 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT

ANNEX B FORM OF PLAN OF MERGER

ANNEX C FORM OF CONSTITUTION OF VINFAST UPON COMPLETION OF THE BUSINESS COMBINATION

ANNEX D BLACK SPADE ACQUISITION CO PROXY CARD

“Ancillary Agreements”

means the Constitution, the Plan of Merger, the Registration Rights Agreement, the Sponsor Support Agreement, the VinFast Shareholders Agreement, the Warrant Assumption Agreement, and other agreements, instruments and documents expressly contemplated thereby.

“Backstop Amount”

“Black Spade’s Articles”

“Black Spade” or “BSAQ”

“BSAQ Class A Ordinary Shares”

“BSAQ Class B Ordinary Shares”

“BSAQ Dissenting Shares”

“BSAQ Excluded Shares”

“BSAQ Ordinary Shares”

“BSAQ Redeeming Shares”

“Black Spade Warrants”

“Black Spade’s Board of Directors”

“Black Spade Shareholders”

“broker non-vote”

“Business Combination”

“Business Combination Agreement”

“Cayman Companies Act”

“Closing”

“Constitution”

“Continental”

“Dissenting Shareholders”

“Effective Time”

“Eligible BSAQ Shares”

“Exchange Act”

“Existing Warrant Agreement”

“First Amendment to Business Combination Agreement”

means the First Amendment to Business Combination Agreement, dated as of June 14, 2023, by and among Black Spade, VinFast and Merger Sub attached hereto as Annex A-2.

“First Amendment to Sponsor Support Agreement”

means the First Amendment to Sponsor Support Agreement, dated as of June 14, 2023, by and among VinFast, Black Spade and the Sponsor.

“Founder Shares”

“GAAP”

“Initial Shareholders”

“Interim Period”

“Investment Company Act”

“IPO” or “Initial Public Offering”

“Meeting”

“Merger Sub”

“Minimum Cash Condition”

“Original Business Combination Agreement”

means the Business Combination Agreement, dated as of May 12, 2023, by and among, Black Spade, VinFast and Merger Sub attached hereto as Annex A-1.

“Plan of Merger”

“Private Placement Warrants”

“Public Shareholders”

“Public Shares”

“Public Warrants”

“Record Date”

“Qualified Stock Exchange”

“Registration Rights Agreement”

“Securities Act”

“Sponsor”

“Sponsor Backstop Commitment”

“Sponsor Support Agreement”

“Transactions” or “Proposed Transactions”

means the Business Combination and the other transactions contemplated by the Business Combination Agreement.

“Trust Account”

“Units”

“U.S. GAAP”

“VinFast”

VinFast Auto Ltd.

The registrant is currently a Singapore private limited company operating under the name “VinFast Auto Pte. Ltd.” Prior to the Effective Time, the registrant will convert to a Singapore public limited company. Upon such conversion, the registrant will be known as VinFast Auto Ltd.

“VinFast ordinary share”

“VinFast Shareholder”

“VinFast Shareholders Support Agreement”

“Warrant Assumption Agreement”

“Working Capital Loans”

Why am I receiving this proxy statement/prospectus?

Black Spade is proposing to consummate the Business Combination with VinFast pursuant to the Business Combination Agreement, entered into among Black Spade, VinFast and Merger Sub. The terms of the Business Combination Agreement are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement), and Black Spade encourages Black Spade Shareholders to read it in its entirety.

When and where is the Meeting?

The Meeting will be held on August 10, 2023, at 9:00 a.m., Eastern Time, virtually over the Internet. Black Spade Shareholders will be able to attend the Meeting remotely, vote and submit questions during the Meeting by visiting https://www.cstproxy.com/blackspadeacquisition/egm2023 and entering their control number. The virtual meeting format allows attendance from any location in the world. We encourage you to access the virtual meeting prior to the start time and you should allow ample time for the check-in procedures. For the purposes of Black Spade’s Articles, the physical location of the Meeting shall be at the office of Davis Polk & Wardwell LLP located at The Hong Kong Club Building, 3A Chater Road, Hong Kong.

How do I attend the Meeting virtually?

Black Spade Shareholders have a proxy card from Continental, Black Spade’s transfer agent, which contains instructions on how to attend the Meeting virtually including the URL address, along with their control number for access. If you do not have your control number, Black Spade Shareholders can contact Continental through e-mail at proxy@continentalstock.com.

What is being voted on at the Meeting?

Black Spade Shareholders are being asked to consider and vote on the following proposals:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to ratify, approve and adopt by way of ordinary resolution the Business Combination Agreement, dated as of May 12, 2023, by and among Black Spade, VinFast Auto Pte. Ltd., a Singapore private limited company (the “Company” or “VinFast”) and Nuevo Tech Limited, a Cayman Islands exempted company and wholly owned subsidiary of VinFast (“Merger Sub”), as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023 (the “First Amendment to Business Combination Agreement”) and as may be further amended, supplemented or restated from time to time, by and among Black Spade, VinFast and Merger Sub (together, the “Business Combination Agreement”), and the transactions contemplated therein (the “Transactions”), including the merger whereby Merger Sub will merge with and into Black Spade, with Black Spade surviving the merger as a wholly owned subsidiary of VinFast and the securityholders of Black Spade becoming securityholders of VinFast (the “Business Combination”) (the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1 (Original Business Combination Agreement) and Annex A-2 (First Amendment to Business Combination Agreement).

Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to authorize and approve by way of special resolution the Plan of Merger made in accordance with the provisions of Section 233 of the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) and the Business Combination (the “Merger Proposal”). A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B.

Proposal No. 3 — The Adjournment Proposal — to consider and vote upon a proposal by way of ordinary resolution to adjourn the Meeting to a later date or dates to be determined by the chairman of the Meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more of the Business Combination Proposal and the Merger Proposal, or if holders of the BSAQ Class A Ordinary Shares have elected to redeem an amount of BSAQ Class A Ordinary Shares such that Black Spade would have less than $5,000,001 of net tangible assets (the “Adjournment Proposal”).

Why is Black Spade proposing the Business Combination?

Black Spade was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets.

What positive and negative factors did Black Spade’s Board of Directors consider when determining whether or not to proceed with the Business Combination?

In evaluating the Proposed Transactions and making the above determinations and its recommendation, Black Spade’s Board of Directors consulted with its advisors and its management and considered a number of factors, including, but not limited to, the factors discussed below. In light of the wide number and complexity of the factors considered in connection with its evaluation of the Proposed Transactions, Black Spade’s Board of Directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Black Spade’s Board of Directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Black Spade’s Board of Directors’ reasons for the Proposed Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

extensive meetings with VinFast’s management team;

research on the EV industry, including historical growth trends and market share information, as well as growth projections;

analysis of VinFast’s production capacity, delivery schedule and planned expansion strategy and operations;

review of VinFast’s material contracts regarding financials, tax, legal, accounting, and information technology;

VinFast’s technology and intellectual property;

financial and valuation analysis of VinFast and the Business Combination;

reports related to financial and legal diligence prepared by external advisors; and

assessment of VinFast’s readiness to list as a public company.

the determination of Black Spade’s management and the Sponsor that: (i) the market opportunity was substantial, and (ii) VinFast was an attractive investment opportunity because of its leadership position in Vietnam and its growth opportunity globally;

the determination that the combination of Black Spade and VinFast has the potential to increase substantially the likelihood of VinFast achieving its growth potential and thereby create shareholder value; and

the determination of Black Spade’s management and the Sponsor that VinFast was a more viable opportunity than the Other Potential Acquisitions.

Market leader in Vietnam with Execution Excellence. Since its establishment, VinFast has gained significant brand recognition in Vietnam. Within 18 months from product launch, VinFast achieved the leading market share in Vietnam for each of its product segments. After transforming into a pure-play manufacturer of EVs, VinFast quickly dominated the domestic EV market, achieving preeminent market share.

Foundational Support from Vingroup. VinFast has a strong competitive advantage due to its relationship with Vingroup, one of Vietnam’s largest conglomerates, which provides the company with significant financial and strategic support. As a part of one of Vietnam’s largest private sector business groups, VinFast benefits from a wide range of synergies, relationships, and financial support from Vingroup and its major shareholders. Between 2017 and March 31, 2023, Vingroup, its affiliates, and external lenders have deployed approximately $9.3 billion to fund VinFast’s operating expenses and capital expenditures. VinFast may also benefit from demand for EVs from Vingroup affiliates such as Green and Smart Mobility Joint Stock Company (“GSM”), which announced in March 2023 its intention to offer EV and e-scooter rental and taxi services in Vietnam and whose fleet will consist of VinFast EVs and e-scooters.

Readiness to List. VinFast has previously prepared for a traditional IPO, including the filing of Form F-1 with the SEC, and has demonstrated its readiness to transition into a publicly listed company.

Diverse Range of EVs Catering to Various Market Segments. VinFast has various EV models and has launched and expects to launch new models in 2023 to cater to customers with diverse preferences and needs. Besides passenger cars, VinFast’s product portfolio also covers other segments of the EV market, such as e-buses and e-scooters. The wide range of electric vehicles helps VinFast to reach various market segments and a broad customer base.

Advanced Manufacturing Capabilities. VinFast operates advanced and highly automated EV manufacturing facilities in Southeast Asia, boasting a maximum production capacity of up to 300,000 EVs annually. This capacity sets it apart from many of its peers with self-operated production facilities. With the backing of Vingroup and access to the capital market as a listed company, VinFast is better positioned to access ample funding to finance its capex plan in the future. The manufacturing plant

located in Hai Phong, the third-largest city in Vietnam and home to one of its largest deep-sea ports, offers a competitive advantage in logistics as VinFast ships its vehicles globally. The fully operational production plant enables the company to ramp up production swiftly to meet increasing demand and generate higher revenue growth while minimizing execution risks. VinFast’s highly integrated business model, with many processes completed on-site, results in fewer production delays and lower costs.

First-Mover Advantage in Mass EV Productions. VinFast’s prior experience as a leading manufacturer of ICE vehicles enables it to transition to EV production swiftly and with less execution risk, resulting in a more efficient production process. The company launched its VF e34 SUV in 2021, marking the first EV produced in Vietnam and consolidating VinFast’s position as a market leader in the emerging EV market in the country. VinFast’s cutting-edge technology and robust production capability give it a competitive advantage over EV manufacturers that have not yet achieved mass production.

Shareholder Liquidity. The Business Combination Agreement stipulates that ordinary shares of VinFast issued as consideration must be listed on a major U.S. stock exchange, which Black Spade’s Board of Directors believes has the potential to offer shareholders greater liquidity.

Existing Customer and Supplier Relationships. VinFast has forged crucial strategic partnerships with multiple OEMs and entered into commercial engagements with marquee industry participants. The Company’s diversified battery sourcing policy mitigates risk from any individual supplier, while concurrently, it is developing its own battery technology, which will yield greater integration, efficiency, and cost benefits.

Unique Position at the Heart of the Vehicle Data Ecosystem. VinFast has established a broad range of strategic partnerships with leading companies across different sectors, including technology firms, transportation companies, vehicle manufacturers, and data processing firms. In addition to these partnerships, VinFast has a diverse range of OEM partnerships. Its strategic position at the center of the vehicle data ecosystem provides VinFast with significant advantages.

Potential Customers in a Wide Variety of Industries. VinFast’s personally identifiable information services find use in a variety of industries, including insurance, fleet services, and dealership sales. Additionally, VinFast’s aggregated data can be utilized to create smarter cities and more efficient transportation.

Global Reach with a Strong Home Base. VinFast has a global presence, targeting markets across multiple continents, including Asia, North America, and Europe, while many of its competitors operate only regionally. In 2023, VinFast began deliveries and sales to the US market. In addition, it is well positioned to benefit from a substantial domestic market in Vietnam. As a company based in the ASEAN region, which encompasses over 600 million people, VinFast has access to significant markets on its doorstep, along with low-tariff benefits that provide additional financial and commercial advantages.

Experienced Leadership Team with a Proven Track Record. VinFast is led by an experienced management team in EV industry.

Due Diligence. The due diligence examinations of Black Spade’s management and financial and legal advisors and discussions with VinFast’s management and financial and legal advisors;

Lock-Up. Certain equityholders of VinFast have agreed to be subject to a one-hundred and eighty (180) day lockup in respect of their VinFast ordinary shares.

Other Alternatives. Black Spade’s Board of Directors believes, after a thorough review of other business combination opportunities reasonably available to Black Spade, that the Business Combination, in part taking into account the readiness of VinFast to become a listed company, represents the best potential business combination for Black Spade and the most attractive opportunity for Black Spade’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential combination targets, and Black Spade’s Board of Directors’ belief that such process has not presented a better alternative; and

Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between Black Spade and VinFast.

Business Risks. Black Spade’s Board of Directors considered that there were risks associated with the successful implementation of VinFast’s business plans and uncertainties regarding whether VinFast would be able to realize the anticipated benefits of the Business Combination on the expected timeline or at all, including due to factors outside the parties’ control. Black Spade’s Board of Directors considered the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Black Spade Shareholders may not fully realize these benefits to the extent that they expected to retain the Public Shares following the completion of the Business Combination.

Industry Risks. Black Spade’s Board of Directors considered the risks that the EV market may not fully develop its growth potential. The EV market and technologies are relatively new, rapidly evolving and highly competitive, which subjects VinFast’s business to uncertainties and challenges relating to the growth and profitability of the EV market as a whole.

Discontinuation of Support from Vingroup and Its Affiliates. Since its establishment, VinFast has relied heavily on the backing of Vingroup and its affiliates without which the operations of VinFast may be severely affected.

Limited Operating History. VinFast’s limited operating history makes evaluating its business and future prospects difficult.

Competitive Market. There are a number of global EV companies operating in markets similar to VinFast and competing for the same customer base.

Systems Update. The need to update VinFast’s financial systems and operations necessary for a public company.

Potential Delay in Product Launch. VinFast may not roll out its full range of EVs within the expected timescale.

Regulation. Regulation in VinFast’s industry could increase, which may limit VinFast’s ability to harness vehicle data value, thereby potentially lowering VinFast’s profits.

Loss of Key Personnel. Key personnel in VinFast’s industry is vital and competition for such personnel is intense. The loss of any key personnel could adversely impact VinFast’s operations.

Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on the revenues of VinFast after the Business Combination.

Redemption Risk. The potential that a significant number of Black Spade Shareholders elect to redeem their shares prior to the consummation of the merger, which would potentially make the merger more difficult or impossible to complete.

Shareholder Vote. Black Spade Shareholders may fail to provide the respective votes necessary to effect the merger.

Closing Conditions. The completion of the merger is conditioned on the satisfaction of certain closing conditions that are not within Black Spade’s control.

Litigation. The possibility of litigation challenging the Business Combination Agreement or that an adverse judgment granting permanent injunctive relief could delay or prevent consummation of the Business Combination.

No Third-Party Valuation. Black Spade’s Board of Directors considered the fact that the parties to the Business Combination have not sought any third-party valuation or fairness opinion in connection to the Business Combination.

Liquidation of Black Spade. The risks and costs to Black Spade if the merger is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Black Spade being unable to effect a business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles).

Listing Risks. The securities of VinFast after the Business Combination may not be able to list on a major U.S. stock exchange, which could limit investors’ ability to sell their securities.

Reduced Influence of Black Spade Shareholders. The existing Black Spade Shareholders will hold a minority position in VinFast after the Business Combination. In addition, although for the period from the Closing until the earlier of (i) the date on which the Sponsor ceases to own at least 1,000,000 VinFast ordinary shares and (ii) December 31, 2024, the Sponsor will have the right to designate one observer to attend all meetings of the VinFast board of directors in a non-voting observer capacity, no incumbent director of Black Spade will serve in VinFast after the Business Combination as director. This may reduce the influence that Black Spade’s current shareholder have on the management of the post-combination company.

Fees and Expenses. The risk of the expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination Agreement is consummated.

Other Risks. Various other risks associated with the Proposed Transactions, the business of the VinFast and the business of Black Spade described under “Risk Factors.”

Why is Black Spade providing Black Spade Shareholders with the opportunity to vote on the Business Combination?

Under Black Spade’s Articles, Black Spade must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Black Spade’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Black Spade has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Black Spade is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its Public Shareholders to effectuate redemptions of their Public Shares in connection with the Closing.

Is my vote important?

Yes. The Business Combination cannot be completed unless the Business Combination Proposal and the Merger Proposal receive the requisite vote for approval. Only Black Spade Shareholders as of the close of business on the Record Date for the Meeting, are entitled to vote at the Meeting. After careful consideration, Black Spade’s Board of Directors unanimously recommends that the Black Spade Shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal and “FOR” the approval of the Adjournment Proposal. For details on the required votes to approve each proposal, see the section headed “What vote is required to approve the proposals presented at the Meeting?”

Are the proposals conditioned on one another?

The Closing is conditioned on approval of the Business Combination Proposal and the Merger Proposal. The Business Combination Proposal and the Merger Proposal are conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

What will happen in the Business Combination?

Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Black Spade with Black Spade surviving the Merger as a wholly owned subsidiary of VinFast. As a result of the Business Combination, and upon the consummation of the Business Combination, the securityholders of Black Spade will become the securityholders of VinFast. The investments held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by VinFast for general corporate purposes, which may include (i) investments in research and development of products, services and technology sales, (ii) sales and marketing and expansion of sales channels, (iii) development of manufacturing facilities, and/or (iv) potential strategic investments and acquisitions.

What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions to the Business Combination, including, but not limited to: (i) receipt of the required approval by the Black Spade Shareholders; (ii) receipt of the required approval by VinFast Shareholders; (iii) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Business Combination; (iv) the approval for listing of VinFast ordinary shares and VinFast warrants to be issued in connection with the Business Combination on a Qualified Stock Exchange immediately following the Closing; (v) effectiveness of the registration statement of which this proxy statement/prospectus forms a part and the absence of any stop order issued by the SEC with respect thereto; and (vi) completion of the Recapitalization in accordance with the terms of the Business Combination Agreement. For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination Agreement—Conditions to Closing of the Transactions.”

What equity stake will Black Spade Shareholders and VinFast Shareholders have in VinFast after the Business Combination?

It is difficult to predict how many of the Public Shareholders will exercise their right to have their BSAQ Class A Ordinary Shares redeemed for cash. As a result, we have elected to provide three different

The share amounts and ownership percentages set forth above are not indicative of voting percentages. Excludes the potential dilutive effect of any VinFast warrants outstanding, earnout shares issued after the Closing or equity awards that may be granted under the VinFast Award Plan. If the actual facts are different than the assumptions set forth above, the share amounts and percentage ownership numbers set forth above will be different. In the case of maximum redemptions, Black Spade shall not redeem Public Shares in an amount that would cause Black Spade’s net tangible assets to be less than US$5,000,001 following such redemptions.

Represents the issuance of VinFast ordinary shares to Black Spade Public Shareholders, in case of no redemptions, 50% of the maximum redemptions, and maximum redemptions.

Represents the issuance of VinFast ordinary shares to the Sponsor and the other Initial Shareholders of Black Spade, in case of no redemptions, 50% of the maximum redemptions, and maximum redemptions.

Represents the issuance of VinFast ordinary shares to the Sponsor and/or any designated person procured by the Sponsor and reasonably acceptable to VinFast (collectively, the “Backstop Shareholders”) who subscribe for and acquire VinFast ordinary shares at a purchase price of $10 per share aggregating up to (i) $30,000,000 minus (ii) the funds contained in the Trust Account (after giving effect to the Black Spade Shareholders’ redemption).

The calculation of the percentage of shares with respect to each Additional Dilution Source includes the full amount of shares issuable with respect to such Additional Dilution Source (but not the other Additional Dilution Sources) in both the numerator and denominator. For example, in the No Redemptions Scenario, the percentage of potential dilution to the Public Shareholders that would result from the issuance of the VinFast earnout shares is calculated as follows: (a) 5,000,000 VinFast earnout shares; divided by (b) the sum of (i) 2,322,155,665 VinFast shares outstanding upon completion of the Business Combination under the No Redemptions Scenario before taking into account any Additional Dilution Source, and (ii) 5,000,000 earnout shares issuable by VinFast.

This row assumes that VinFast’s reported consolidated revenue for fiscal year 2023 as set forth in its annual audited consolidated financial statements is at least $1,875,000,000, and in accordance with the Business Combination Agreement, VinFast elects to issue the maximum of $50.0 million of earnout shares to the directors, executives, managers and employees of VinFast and its subsidiaries at an assumed issue price of $10 per VinFast ordinary share;

Pursuant to the Business Combination Agreement and the Warrant Assumption Agreement, each of the issued and outstanding Public Warrants, representing 8,449,991 warrants, will be exchanged for one VinFast warrant, each of which is exercisable for one VinFast ordinary share. This row assumes that all 8,449,991 VinFast warrants will be exercised for VinFast shares.

Pursuant to the Business Combination Agreement and the Warrant Assumption Agreement, each of the Private Placement Warrants held by the Sponsor, representing 6,380,000 warrants, will be exchanged for one VinFast warrant, each of which is exercisable for one VinFast ordinary share. This row assumes that all 6,380,000 VinFast warrants will be exercised for VinFast shares.

Following the adoption of the VinFast Award Plan and no earlier than two months after the consummation of the Business Combination, VinFast intends to grant to certain of its directors, officers and employees, including certain members of our senior management team, subject to the relevant corporate approvals, restricted stock units with total grant value of $11.6 million, which would result in the grant of 1.2 million restricted stock units, based on the value of each VinFast ordinary share immediately after the recapitalization, being $10.00 per ordinary share. The actual number of restricted stock units to be granted will be determined based on the market price of VinFast’s ordinary shares on the grant date or a reference price determined by management. These restricted stock units would vest over four years on each anniversary of the date of their grant, subject to continued employment with the company.

For more information, see “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

This row assumes the issuance of all VinFast shares in connection with each of the Additional Dilution Sources, as described in notes 2 through 4 above. Due to the calculation formula illustrated in note 1 above, the percentage of the total Additional Dilution Sources is not equal to the sum of the percentage of each Additional Dilution Source.

Who will be the officers and directors of VinFast if the Business Combination is consummated?

Following the consummation of the Business Combination, the directors of VinFast will be Pham Nhat Vuong, Le Thi Thu Thuy, Ngan Wan Sing Winston, Ling Chung Yee, Roy, Pham Nguyen Anh Thu and Nguyen Thi Van Trinh. Le Thi Thu Thuy is expected to serve as Global CEO of VinFast, and David Thomas Mansfield is expected to serve as CFO of VinFast. See the section titled “Management of VinFast Following the Business Combination.”

What happens if I sell my BSAQ Ordinary Shares before the Meeting?

The Record Date for the Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your BSAQ Ordinary Shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be entitled to receive any VinFast ordinary shares following the Closing because only Black Spade Shareholders on the date of the Closing will be entitled to receive VinFast ordinary shares in connection with the Closing.

Did Black Spade’s Board of Directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

As is customary for a transaction of this nature that is on arm’s-length commercial terms, Black Spade’s Board of Directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with VinFast. Black Spade’s officers and Black Spade’s Board of Directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Black Spade’s financial advisors, including JonesTrading Institutional Services LLC, (“JonesTrading”), enabled them to make the necessary analyses and determinations regarding the Business Combination with VinFast. In connection with its role as financial advisor, Black Spade has agreed to pay JonesTrading a fee of $1.5 million for advisory services. In addition, Black Spade’s officers and Black Spade’s Board of Directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Black Spade’s officers and

Will Black Spade or VinFast issue additional equity securities in connection with the consummation of the Business Combination?

VinFast or Black Spade may enter into equity financing in connection with the Business Combination with their respective affiliates or any third parties if the parties determine that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. The purpose of these financing activities would be to increase the amount of cash available to Black Spade for use in the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the securityholders of Black Spade.

How many votes do I have at the Meeting?

Black Spade Shareholders are entitled to one vote on each of the proposals at the Meeting for each BSAQ Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date, there were 6,974,285 BSAQ Ordinary Shares outstanding, of which 2,749,285 were BSAQ Class A Ordinary Shares and 4,225,000 were BSAQ Class B Ordinary Shares.

What vote is required to approve the proposals presented at the Meeting?

The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and pursuant to Black Spade’s Articles, being the affirmative vote of shareholders holding a majority of the BSAQ Ordinary Shares which, being so entitled, are voted on such resolutions in person or by proxy at the Meeting at which a quorum is present. The approval of the Merger Proposal requires a special resolution under Cayman Islands law and pursuant to Black Spade’s Articles, being the affirmative vote of shareholders holding at least two thirds of the BSAQ Ordinary Shares which, being so entitled, are voted on such resolution in person or by proxy at the Meeting at which a quorum is present.

Do the VinFast Shareholders need to approve the Business Combination?

The Business Combination needs to be approved by the VinFast Shareholders. Concurrently with the execution of the Business Combination Agreement, VinFast, Black Spade and all shareholders of VinFast entered into a shareholders support and lock-up agreement and deed (the “VinFast Shareholders Support Agreement”), pursuant to which each VinFast Shareholder agreed to, among other things, (i) attend any VinFast Shareholder meeting to establish a quorum for the purpose of approving the Business Combination, and (ii) vote the VinFast securities held by such VinFast Voting Shareholder in favor of approving the transactions contemplated by the Business Combination Agreement.

What constitutes a quorum at the Meeting?

A quorum is the minimum number of BSAQ Ordinary Shares that must be present to hold a valid meeting. Holders of a majority of BSAQ Ordinary Shares issued and outstanding and entitled to vote at the Meeting

How do the insiders of Black Spade intend to vote on the proposals?

Black Spade’s Initial Shareholders beneficially own and are entitled to vote an aggregate of approximately 20% of the currently outstanding BSAQ Ordinary Shares. These parties have agreed to vote their shares in favor of the Business Combination Proposal. Black Spade’s Initial Shareholders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting.

What interests do Black Spade’s current officers and directors have in the Business Combination?

In considering the recommendation of Black Spade’s Board of Directors to vote in favor of approval of the Business Combination Proposal and the Merger Proposal, shareholders should keep in mind that the Sponsor and Black Spade’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Black Spade Shareholders generally. In particular:

If the Business Combination or another business combination is not consummated by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), Black Spade will (i) cease all operations, except for the purpose of winding up, (ii) redeem 100% of the outstanding Public Shares for cash and, (iii) subject to the approval of its remaining shareholders and Black Spade’s Board of Directors, dissolve and liquidate. On the other hand, if the Business Combination is consummated, each outstanding Eligible BSAQ Share will be converted into one VinFast ordinary share, subject to adjustment described herein.

If Black Spade is unable to complete a business combination within the required time period, the Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Black Spade for services rendered or contracted for or for products sold to Black Spade, but only if such a vendor or target business has not executed a waiver. If Black Spade consummates a business combination, on the other hand, Black Spade will be liable for all such claims.

Prior to the consummation of the Initial Public Offering, on March 4, 2021, the Sponsor purchased 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Subsequently, (i) on June 28, 2021, the Sponsor surrendered and forfeited 1,437,500 Founder Shares for no consideration, (ii) on July 13, 2021, the Sponsor transferred an aggregate of 950,000 Founder Shares to the other Initial Shareholders including the directors, officers, advisory committee members of Black Spade and certain employees of certain affiliates of the Sponsor, and (iii) in connection with the partial exercise of underwriters’ over-allotment option in the Initial Public Offering, the Initial Shareholders collectively surrendered and forfeited 87,500 Founder Shares. In aggregate, the Sponsor currently holds 3,294,274 Founder Shares, and the Initial Shareholders collectively hold 4,225,000 Founder Shares. Such Founder Shares held by the Initial Shareholders would become worthless if Black Spade does not complete a business combination within the applicable time period, as the Initial Shareholders waived any right to redemption with respect to these shares. Such Founder Shares have an aggregate market value of approximately $43,390,750 based on the closing price of the BSAQ Class A Ordinary Shares of $10.27 on the NYSE American on July 20, 2023. Such Founder Shares will be cancelled and in exchange thereof entitle their holders to receive in aggregate 4,225,000 VinFast ordinary shares (including 3,294,274 VinFast ordinary shares for the Sponsor) in connection with the Business Combination and have an aggregate value of $42,250,000 (including an aggregate value of $32,942,740 for VinFast ordinary shares to be held by the Sponsor), based upon the per share value implied in the Business Combination of $10.00 per VinFast ordinary share. Under the Sponsor Support Agreement, the Sponsor, in its capacity as the holder of at least majority of the BSAQ Class B Ordinary Shares, has agreed to waive any anti-dilution adjustment to the

conversion ratio set forth in the BSAQ Governing Document with respect to BSAQ Class B Ordinary Shares that may result from the issuance of VinFast ordinary shares in connection with the Business Combination or any private placement or placements in relation to the Business Combination.

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,380,000 Private Placement Warrants in a private placement of Black Spade, generating gross proceeds to Black Spade of $6,380,000. The Private Placement Warrants would become worthless if Black Spade does not complete a business combination within the required time period. Such warrants have an aggregate market value of approximately $1,212,200, based on the closing price of the Public Warrants of $0.1900, on the NYSE American on July 20, 2023.

In connection with the Sponsor Backstop Commitment, the Sponsor has agreed that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) will subscribe for and acquire, VinFast ordinary shares at a purchase price of $10 per share in an amount up to (i) $30,000,000 minus (ii) the funds contained in Trust Account (after giving effect to the Black Spade Shareholders redemption).

Black Spade’s Initial Shareholders, including its Sponsor, officers and directors, and their respective affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Black Spade’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Black Spade fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Black Spade may not be able to reimburse these expenses if the Business Combination with VinFast or another business combination is not completed by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles). As of June 30, 2023, there are $100 of unpaid reimbursable expenses.

The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Given the difference between the purchase price that the Sponsor paid for the Founder Shares and the price of the Public Shares and considering that the Sponsor would receive a substantial amount of VinFast ordinary shares in connection with the Proposed Transactions, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post-Business Combination company.

The current directors and officers of Black Spade will continue to be indemnified by Black Spade and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination.

Since its inception, the Sponsor has made loans from time to time to Black Spade to fund certain capital requirements. On October 25, 2022, Black Spade issued the First Working Capital Note to its Sponsor. On February 3, 2023, Black Spade issued the Second Working Capital Note to its Sponsor. The Working Capital Notes do not bear interest and shall be payable in full upon the consummation of an initial business combination. Pursuant to the Sponsor Support Agreement, subject to and concurrently with the Closing, (i) the aggregate face value of the Working Capital Notes will be converted to and deemed to be an interest-free loan from the Sponsor to VinFast, payable on the date that is no later than the 18th month anniversary of the Closing Date, and (ii) any other working capital loans from (or working capital payables to) the Sponsor or Sponsor parties to Black Spade, to the extent used by Black Spade (or on its behalf) for payment of Black Spade’s transaction costs required to be borne and paid by VinFast pursuant to the Business Combination Agreement will be paid by VinFast, and the balance of such working capital loans (or working capital payables) will be forgiven by the Sponsor or Sponsor parties, as applicable. As of June 30, 2023, there was $600,000 in borrowings outstanding under the First Working Capital Note and $550,000 in borrowings under the

Second Working Capital Note. In addition, the Sponsor is entitled to the monthly payment of up to $10,000 for administrative support services until the completion of a business combination or liquidation of Black Spade. As of June 30, 2023, there is $235,000 outstanding administrative service fee payable due to the Sponsor.

Black Spade’s Articles contain a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with Black Spade but not offered due to a Black Spade director’s duties to another entity. Black Spade does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in Black Spade’s Articles impacted its search for an acquisition target, and Black Spade was not prevented from reviewing any opportunities as a result of such waiver.

The current directors and officers of Black Spade will continue to be indemnified by Black Spade and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination.

The Sponsor and Black Spade’s directors and officers have each entered into a letter agreement pursuant to which they have agreed, among other things, (i) to vote all of the BSAQ Ordinary Shares, including Public Shares and Founder Shares, held by them in favor of the Business Combination, (ii) to waive their redemption rights with respect to such shares in connection with (a) a shareholder vote to approve an amendment to Black Spade’s Articles and (b) the completion of the Business Combination, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Black Spade fails to complete an initial business combination, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold. Other than inducing the underwriters to proceed with the IPO of Black Spade, no other consideration was received for such waivers. As of the date of this proxy statement/prospectus, the Sponsor and Black Spade’s directors and officers, advisory committee members and certain employees of Sponsor’s affiliates own approximately 20% of the issued and outstanding BSAQ Ordinary Shares.

What are the U.S. federal income tax consequences of the merger to U.S. Holders of BSAQ Class A Ordinary Shares and warrants?

As discussed in more detail below under the section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Tax Treatment of the Merger,” BSAQ and VinFast intend to treat the merger as a taxable exchange of BSAQ Class A Ordinary Shares and warrants (collectively, the “BSAQ Securities”) for VinFast ordinary shares and VinFast warrants (collectively, the “VinFast Securities”), unless BSAQ receives an opinion of counsel of recognized standing to the effect that it is more likely than not that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code (a “Reorganization,” and such opinion, a “Reorganization Tax Opinion”). As discussed in more detail below,

Do I have redemption rights?

Pursuant to Black Spade’s Articles, holders of the Public Shares may elect to have their Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with Black Spade’s Articles. For illustrative purposes, based on funds in the Trust Account of approximately $28.6 million as of July 20, 2023, the estimated redemption price per share would have been approximately $10.39. If a holder exercises its redemption rights, then such holder will be redeeming its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its share certificates (if any) and a redemption notice (either physically or electronically) to Black Spade’s transfer agent two days prior to the Meeting. See the section titled “Extraordinary General Meeting of Black Spade Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Are there any limitations on redemption rights?

Yes. Black Spade’s Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering (“IPO”), which Black Spade refers to as the “Excess Shares,” without its prior consent. Black Spade believes this restriction will discourage shareholders of Black Spade from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against the Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting Black Spade Shareholders’ ability to redeem no more than 15% of the shares sold in the IPO without Black Spade’s consent, Black Spade believe it will limit the ability of a small group of

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether or not you are a holder of BSAQ Class A Ordinary Shares on the Record Date (so long as you are a holder at the time of exercise), or whether you vote your BSAQ Class A Ordinary Shares for or against on any proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the NYSE American.

How do I exercise my redemption rights?

If you are a holder of the Public Shares and wish to exercise your redemption rights, you must demand that Black Spade redeem your shares for cash no later than 5:00 p.m. Eastern Time on August 8, 2023, being two business days prior to the Meeting, by (A) submitting your request in writing to Continental, Black Spade’s transfer agent, at the address listed at the end of this section, in which you (i) request that Black Spade redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and (B) delivering your share certificates (if any) together with the redemption forms to Black Spade’s transfer agent physically or electronically using DTC’s DWAC (Deposit Withdrawal at Custodian) system. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or share certificates (if any) together with the redemption notices delivered electronically. If you do not submit a written request and deliver your share certificates as described above, your shares will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering the share certificate (if any) together with the redemption forms through the DWAC system. The transfer agent will typically charge the tendering broker $100.0 and it would be up to the broker whether or not to pass this cost on to the holder of the shares being redeemed.

What are the U.S. federal income tax consequences of exercising my redemption rights?

A U.S. Holder (as defined in the section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations” below) of BSAQ Class A Ordinary Shares that exercises its redemption rights may be treated as selling BSAQ Class A Ordinary Shares, resulting in the recognition of gain or loss. However, there are certain circumstances in which the redemption may instead be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants) at the relevant time. As discussed in more detail below, Black Spade believes that it will be a passive foreign investment company (“PFIC”) with respect to its current taxable year. In that case, the U.S. federal income tax treatment of any income or gain recognized by a U.S. Holder that exercises its redemption rights will depend on the application of the PFIC rules discussed below and whether the U.S. Holder has made a PFIC Election (as defined below) with respect to its BSAQ Class A Ordinary Shares. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the sections titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Redemption of BSAQ Class A Ordinary Shares” and “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

If I am a Public Warrant holder, can I exercise redemption rights with respect to my Warrants?

No. The holders of Public Warrants have no redemption rights with respect to such securities. Each Public Warrant will be exchanged for one VinFast warrant upon consummation of the Business Combination, which will be exercisable for one VinFast ordinary share at a purchase price of $11.50.

If I am a Unit holder, can I exercise redemption rights with respect to my Units?

No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

Do I have appraisal rights if I object to the proposed Business Combination?

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Public Shareholders are still entitled to exercise the rights of redemption in respect to their Public Shares as set out herein, and Black Spade’s Board of Directors has determined that the redemption proceeds payable to Public Shareholders who exercise such redemption rights represent the fair value of those shares. See the section titled “Proposal No. 2—The Merger Proposal—Appraisal Rights Under the Cayman Companies Act” for additional information. Holders of Public Warrants or Units do not have appraisal rights in respect to such securities in connection with the Business Combination under the Cayman Companies Act.

Can I exercise redemption rights and dissenter rights under the Cayman Companies Act?

No. Any holder of Public Shares who elects to exercise appraisal rights under Section 238 of the Cayman Companies Act will lose their right to have their Public Shares redeemed in accordance with Black Spade’s Articles. The certainty provided by the redemption process may be preferable for holders of Public Shares wishing to exchange their Public Shares for cash. This is because such appraisal rights are likely to be lost and extinguished, including where Black Spade and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Act, in which case any holder of Public Shares who had sought to exercise appraisal rights would only be entitled to receive the merger consideration comprising one VinFast ordinary share for each of their Public Shares (subject to adjustment as set out herein). See the section titled “Proposal No. 2—The Merger Proposal—Appraisal Rights Under the Cayman Companies Act” for additional information.

What will happen to my BSAQ Ordinary Shares as a result of the Business Combination?

If the Business Combination is completed, each Eligible BSAQ Share will become one VinFast ordinary share, subject to adjustment as set out herein.

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

Of the net proceeds of the Initial Public Offering (including underwriters’ exercise of over-allotment option) and simultaneous sale of Private Placement Warrants, a total of $169,000,000 was placed in the Trust Account immediately following the Initial Public Offering and the exercise of the over-allotment option. After consummation of the Business Combination, the funds in the Trust Account will be used by Black Spade to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with VinFast and to repay any loans owed by Black Spade to Sponsor. Any remaining funds will be paid to VinFast (or as otherwise designated in writing by VinFast to Black Spade prior to the Closing) and used for working capital and general corporate purposes of VinFast.

What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

The Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is substantially reduced as a result of redemptions by the Public Shareholders. To the extent that there are fewer Public Shares and Public Shareholders, the trading market for the VinFast ordinary shares may be less liquid than the market was for the BSAQ Class A Ordinary Shares prior to the Business Combination, and VinFast may not be able to meet the listing standards of a Qualified Stock Exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to VinFast to be used in its business following the consummation of the Business Combination.

What happens if the Business Combination is not consummated?

If Black Spade does not complete the Business Combination with VinFast or another business combination by July 20, 2024 (or a later date approved by Black Spade Shareholders pursuant to Black Spade’s Articles), Black Spade shall cease all operations except for the purpose of winding up, must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (excluding interest earned and dissolution expenses) in accordance with Black Spade’s Articles and, as promptly as reasonably possible following such redemption, subject to the approval of Black Spade’s remaining shareholders and Black Spade’s Board of Directors, liquidate and dissolve. The Sponsor and Black Spade’s officers and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected in the required time period, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Black Spade’s outstanding warrants. Accordingly, the warrants will expire worthless.

When do you expect the Business Combination to be completed?

It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set on August 10, 2023; however, such Meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section titled “Proposal One—The Business Combination Proposal—General—Merger Consideration.”

What do I need to do now?

Black Spade urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or Public Warrant holder of Black Spade. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Who will solicit and pay the cost of soliciting proxies?

Black Spade has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow Sodali”), to assist in soliciting proxies for the Meeting. Black Spade has agreed to pay Morrow Sodali a fee of $15,000.0, plus disbursements. Black Spade will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Black Spade will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of BSAQ Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of BSAQ Ordinary Shares, and in obtaining voting instructions from those owners. Black Spade’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

How do I vote?

If you are a holder of record of BSAQ Ordinary Shares at the close of business on the Record Date, you may vote by (a) attending the Meeting in person (virtually) or (b) by submitting a proxy for the Meeting. If you choose to attend the Meeting virtually, you will need to visit https://www.cstproxy.com/blackspadeacquisition/egm2023, and enter the control number found on your proxy card. You may vote during the Meeting by following instructions available on the meeting website during the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Meeting. As a result, your Public Shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

May I change my vote after I have mailed my signed proxy card?

Yes. If you are a shareholder of record of BSAQ Ordinary Shares as of the close of business on the Record Date, you can change or revoke your proxy before it is voted at the Meeting in one of the following ways:

submit a new proxy card bearing a later date so that it is received no later than 48 hours prior to the vote at the Meeting (or in case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

give written notice of your revocation to Black Spade, which notice must be received by Black Spade no later than 48 hours prior to the vote at the Meeting (or in case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting); or

vote electronically at the Meeting by visiting and entering the control number found on your proxy card. Please note that your attendance at the Meeting will not alone serve to revoke your proxy.

What happens if I fail to take any action with respect to the Meeting?

If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of VinFast. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of Black Spade.

What should I do with my shares and/or warrant certificates?

Public Warrant holders should not submit their warrant certificates (if any) now and those shareholders who do not elect to have their Public Shares redeemed for their pro rata share of the Trust Account should not submit their share certificates (if any) now. After the consummation of the Business Combination, Black Spade’s transfer agent will send instructions to Black Spade Shareholders and warrant holders regarding the exchange of their BSAQ Ordinary Shares and Black Spade Warrants for VinFast ordinary shares and VinFast warrants, respectively. Black Spade Shareholders who exercise their redemption rights must deliver their share certificates (if any) and redemption notice to Black Spade’s transfer agent (either physically or electronically) at least two business days prior to the vote at the Meeting.

What should I do if I receive more than one set of voting materials?

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your BSAQ Ordinary Shares.

Who can help answer my questions?

To obtain additional copies of this proxy statement/prospectus, at no cost, and ask any questions you may have about the proposals described therein, please contact:

ASSETS

Current assets:

Cash

Prepaid expenses

Total current assets

Investments held in the Trust Account

Total assets

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses

Note payable – Sponsor

Due to related party

Total current liabilities

Derivative warrant liabilities

Deferred underwriting commission

Total liabilities

COMMITMENTS AND CONTINGENCIES

Class A ordinary shares subject to possible redemption; 16,900,000 shares (at redemption value)

Shareholders’ deficit:

Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding

Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding (excluding 16,900,000 shares subject to possible redemption)

Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 4,225,000 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

Total shareholders’ deficit

Total liabilities, ordinary shares subject to possible redemption and shareholders’ deficit

Expenses:

Administrative fee – related party

General and administrative

Total expenses

Other income:

Income earned on investments held in Trust Account

Transaction costs allocable to derivative warrant liabilities

Change in fair value of note payable – Sponsor

Change in fair value of derivable warrant liabilities

Total other income – net

Net income (loss)

Cash and cash equivalents

Inventories, net

Short-term amounts due from related parties

Total current assets

Property, plant and equipment, net

Total assets

Amounts due to related parties

Total current liabilities

Long-term interest-bearing loans and borrowings

Total non-current liabilities

Ordinary Shares – VinFast Auto Pte. Ltd. (2,412,852,458 shares issued and outstanding as of December 31, 2022 and March 31, 2023; 2,411,764,800 shares issued and outstanding as of December 31, 2021)⁽¹⁾

Accumulated losses

Deficit attributable to equity holders of the parent

Non-controlling interests⁽²⁾

Total deficit

In January 2022, VinFast effected a 100-for-one split of its ordinary shares. Amounts prior to the share split have been revised on a retroactive basis to give effect to the share split.

Non-controlling interests reflect certain dividend preference shares issued by VinFast Trading and Production JSC (“VinFast Vietnam”) to Vingroup (i) in March 2022 in return for an advance capital contribution of VND6.0 trillion ($254.2 million) (“DPS1”), (ii) in December 2022 in exchange for VND45,733.7 billion ($1,937.9 million) in borrowings from VinFast Vietnam to Vingroup (“DPS4”) and (iii) as part of VinFast’s Reorganization in December 2022, in return for the assignment of the Share Acquisition P-Note previously held by Vingroup amounting to VND25.8 trillion ($1,092.5 million) (“DPS3”). For details on the terms of DPS1, DPS3 and DPS4, see note 20 to VinFast’s consolidated financial statements included elsewhere in this proxy statement/prospectus and also see “Certain Relationships and Related Party Transactions—Certain Relationships and Related Person Transactions—VinFast—Transactions with Vingroup Affiliates—Capital Contributions into VinFast Vietnam.”

VND

(in billions)

VND

(in billions)

USD

(in millions)

VND

(in billions)

VND

(in billions)

USD

(in millions)

Revenues

Sales of vehicles

Sales of merchandise

Sales of spare parts and components

Rendering of services

Rental income

Revenue from leasing activities

Revenues (*)

Cost of vehicles sold

Cost of merchandise sold

Cost of spare parts and components sold

Cost of rendering services

Cost of leasing activities

Cost of sales

Gross loss

Operating expenses:

Research and development costs

Selling and distribution costs

Administrative expenses

Compensation expenses