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United States securities and exchange commission logo
June 9, 2023
Dennis Tam
Chief Executive Officer
VinFast Auto Pte. Ltd.
Dinh Vu – Cat Hai Economic Zone
Cat Hai Islands, Cat Hai Town, Cat Hai District
Hai Phong City, Vietnam
Re:VinFast Auto Pte. Ltd.
Draft Registration Statement on Form F-4
Submitted May 15, 2023
CIK No. 0001913510
Dear Dennis Tam:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4, filed May 15, 2023
Industry and Market Data, page iii
1.We note your disclosure that you obtained some of the market and industry data included
in the registration statement from various third-party sources and that you have not
independently verified the accuracy or completeness of the information.  This statement
appears to imply a disclaimer of responsibility for this information in the registration
statement.  Please either revise this section to remove such implication or specifically state
that you are liable for all information in the registration statement.

 FirstName LastNameDennis Tam
 Comapany NameVinFast Auto Pte. Ltd.
 June 9, 2023 Page 2
 FirstName LastName
Dennis Tam
VinFast Auto Pte. Ltd.
June 9, 2023
Page 2
Summary, page 1
2.Please revise this section to describe the expected sources and use of funds in connection
with the business combination.
Anticipated Accounting Treatment, page 14
3.You disclosed that the exchange of BSAQ Ordinary Shares held by Black Spade
Shareholders for VinFast ordinary shares will be accounted for as a recapitalization in
accordance with U.S. GAAP.  Please revise your disclosure here and on page 107 to (i)
briefly explain how you determined that the transaction should be accounted for as a
recapitalization, (ii) to identify the accounting acquirer and acquiree and the factors you
considered in determining each, and (iii) to describe the accounting that results from a
recapitalization (i.e., no goodwill or other intangible assets recorded).  Please
also describe how you will record the transfer of assets regarding the merger of BSAQ
with the wholly owned subsidiary of VinFast.
Historical Selected Consolidated Financial Data of VinFast, page 20
4.Please revise the title to the columns of the Consolidated Balance Sheet Data table to
correctly identify the second column as data as of December 31, 2022.
Risk Factors, page 23
5.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
6.We note your disclosure that you rely on critical suppliers for the materials necessary for
your operations.  If material, please revise to disclose any disruptions you have
experienced due to such reliance.
7.We note your disclosure on page 299 regarding an exclusive forum provision.  Please
revise to disclosure whether your forum selection provision applies to actions arising
under the Securities Act.  If so, please include risk factor disclosure stating that there is
uncertainty as to whether a court would enforce such provisions and that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.  If this provision does not apply to actions arising under the Securities Act,
please also ensure that the exclusive forum provision any governing documents states this
clearly, or tell us how you will inform investors in future filings that the provision does
not apply to any actions arising under the Securities Act.

 FirstName LastNameDennis Tam
 Comapany NameVinFast Auto Pte. Ltd.
 June 9, 2023 Page 3
 FirstName LastName
Dennis Tam
VinFast Auto Pte. Ltd.
June 9, 2023
Page 3
8.Please continue to update the risk factor on pages 29-30 with any information regarding
current recalls.  For instance, we note the VF 8 City Edition was voluntarily recalled in
May 2023.
Purchases of BSAQ Ordinary Shares, page 91
9.We note your disclosure that the Sponsor may purchase shares from institutional and other
investors who vote, or indicate an intention to vote, against the Business Combination
Proposal or to provide them with an incentive to acquire such shares, or purchase shares
from those who indicate an intention to redeem.  Please provide your analysis on how
such purchases would comply with Rule 14e-5.
Background of the Business Combination, page 94
10.Please clarify the basis for the valuation of $23 billion.  Please revise to disclose all
material factors that the Black Spade board relied upon in agreeing to the current
valuation.
VinFast's Business, page 154
11.We note that you are "exploring potential partnerships with distribution agents, dealers
and service partners." If you enter into any partnerships, please disclose in future filings
the material terms to those agreements, including the duration of the underlying
agreements and the respective rights and obligations of each party. To the extent the
agreements are material, please file the agreements as exhibits to the registration
statement.
VinFast's Management's Discussion and Analysis of Financial Condition and Results of
Operation, page 212
12.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether challenges have materially impacted your results of operations or
capital resources and quantify, to the extent possible, how your sales, profits, and/or
liquidity have been impacted. Discuss known trends or uncertainties resulting from
mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce
new material risks, including those related to product quality, reliability, or regulatory
approval of products.
Unaudited Pro Forma Condensed Combined Financial Information
General , page 241
13.We note your disclosure of earnout shares issuable to Vinfast shareholders,
management and employees post-closing throughout the filing.  Please address the
following:

•Expand your disclosures here and elsewhere to more fully describe how you will

 FirstName LastNameDennis Tam
 Comapany NameVinFast Auto Pte. Ltd.
 June 9, 2023 Page 4
 FirstName LastName
Dennis Tam
VinFast Auto Pte. Ltd.
June 9, 2023
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account for these earnout shares, including any material assumptions and estimates
you will use in your accounting.
•Provide an estimate of the range of outcomes (undiscounted) or, if a range cannot be
estimated, disclose that fact and explain why, consistent with Rule 11-02(a)(11)(ii) of
Regulation S-X.
•Tell us what consideration you gave to including the impact of these earnouts in your
pro forma financial information.
•Explain to us how you considered the guidance in ASC 718 or ASC 815-40 in
determining your accounting.
Ownership, page 243
14.Revise your disclosures here and throughout the filing to show the potential impact of
redemptions on the per share value of the shares owned by non-redeeming shareholders by
including a sensitivity analysis showing a range of redemption scenarios, including
minimum, mid-point and maximum redemption levels.

Management of VinFast Following the Business Combination, page 253
15.With respect to each person who will serve as a director or an executive officer of the
Combined Company, please revise to provide the compensation information required by
Item 402 of Regulation S-K.
16.Please describe the business experience of each director and officer during the past five
years.  Refer to Item 401(e)(1) of Regulation S-K.
Exhibits
17.We note you filed a "Form of Employment Agreement" as Exhibit 10.27. Please either file
each individual employment agreement you have with your employees, rather than the
Form of Employment Agreement, or expand the discussion on page 259 to add
descriptions of each of the employment agreements.

 FirstName LastNameDennis Tam
 Comapany NameVinFast Auto Pte. Ltd.
 June 9, 2023 Page 5
 FirstName LastName
Dennis Tam
VinFast Auto Pte. Ltd.
June 9, 2023
Page 5
General
18.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia's invasion of Ukraine.  For example, discuss whether you have or expect
to:
•Suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, of equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•Experience labor shortages that impact your business;
•Experience cybersecurity attacks in your supply chain;
•Experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine or lithium, nickel,
manganese, beryllium, copper, gold or other raw material sourced from Western
China);
•Experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•Be unable to supply products due to export restrictions, sanctions, tariffs, trade
barriers, or political or trade tensions among countries.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
19.Please tell us whether the sponsor will receive additional securities pursuant to an anti-
dilution adjustment based on the company's additional financing activities.  Please
quantify the number and value of securities the sponsor will receive.  In addition, disclose
the ownership percentages in the company before and after the additional financing to
highlight dilution to public stockholders.
20.Please disclose the sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
21.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company's officers and directors.  This
could include fiduciary or contractual obligations to other entities as well as nay interest
in, or affiliation with, the target company.  In addition, please clarify how the board
considered those conflicts in negotiating and recommending the business combination.
22.Please expand your disclosure regarding the sponsor's ownership interest in the target
company.  Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.
23.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemptions levels.

 FirstName LastNameDennis Tam
 Comapany NameVinFast Auto Pte. Ltd.
 June 9, 2023 Page 6
 FirstName LastNameDennis Tam
VinFast Auto Pte. Ltd.
June 9, 2023
Page 6
24.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
25.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
26.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
27.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
28.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
29.We understand that CitiGroup Global Markets ("CitiGroup"), the lead underwriter in your
SPAC IPO, has waived a portion of the deferred underwriting commissions that would
otherwise be due to it upon the closing of the business combination.  Please disclose how
this waiver was obtained, why the waiver was agreed to, and clarify the SPAC's current
relationship with CitiGroup.  Revise your pro forma financial information and relevant
disclosure referring to the payment of deferred underwriting commissions.
30.Please describe what relationship existed between CitiGroup and Black Spade Acquisition
after the close of the IPO, including any financial or merger-related advisory services
conducted by CitiGroup.  For example, clarify whether CitiGroup had any role in the
identification or evaluation of business combination targets.

 FirstName LastNameDennis Tam
 Comapany NameVinFast Auto Pte. Ltd.
 June 9, 2023 Page 7
 FirstName LastName
Dennis Tam
VinFast Auto Pte. Ltd.
June 9, 2023
Page 7
31.Please tell us whether you are aware of any disagreements with CitiGroup regarding the
disclosure in your registration statement. Further, please add risk factor disclosure that
clarifies that CitiGroup was to be compensated, in part, on a deferred basis for its
underwriting services in connection with the SPAC IPO and such services have already
been rendered, yet CitiGroup is waiving such fees and disclaiming responsibility for the
Form F-4 registration statement. Clarify the unusual nature of such a fee waiver and the
impact of it on the evaluation of the business combination.
32.Disclose whether CitiGroup provided you with any reasons for the fee waiver. If there was
no dialogue and you did not seek out the reasons why CitiGro