SEC Comment Letter 0000000000-23-007648 to VinFast Auto Ltd. (VFS)
VinFast Auto Ltd.
Date: July 18, 2023 · CIK: 0001913510 · Accession: 0000000000-23-007648
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Letter
July 18 , 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Registration Statement on Form F -4
To whom it may con cern: Reference is made to the above -referenced registration statement (the “Registration Statement”) of VinFast Auto Ltd. (the “Issuer”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to its proposed business combination with Black Spade A cquisition Co (the “Transaction”) . The Registration Statement has not yet been decla red effective as of the date of this letter. This letter is to advise you that , effective as of the date of this letter, our firm has resigned from , or ceased or refused to act in, every capacit y and relationship in which we were described in the Registra tion Statement as acting or agreeing to act (including, without limitation, any capacity or relationship ( i) required to be described under Paragraph (5) of Schedule A of the Securities Act or (ii) for which consent is required under Section 7 of the Secur ities Act) with respect to the Transaction . Therefore, we hereby advise you and the Issuer , pursuant to Section 11(b)(1) of the Securities Act, that none of our firm , any person who controls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 , as amended ) or any of its affiliates (within the meaning of Rule 405 under the Securities Act ) will be responsible for any part of the Registration Statement. This notice is not intended to constitute an acknowledgment or admission that we have been or are an underwriter (within the meaning of Section 2(a)( 11) of the Securities Act or the rules and regulations promulgated thereunder ) with resp ect to the Transaction . Sincerely, CITIGROUP GLOBAL MARKETS INC.
By: _____________________ Name: Rob Chan Title: Managing Director
Enclosures cc: VinFast Auto Ltd. ~ c1t1
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July 18 , 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Registration Statement on Form F -4 To whom it may con cern: Reference is made to the above -referenced registration statement (the “Registration Statement”) of VinFast Auto Ltd. (the “Issuer”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to its proposed business combination with Black Spade A cquisition Co (the “Transaction”) . The Registration Statement has not yet been decla red effective as of the date of this letter. This letter is to advise you that , effective as of the date of this letter, our firm has resigned from , or ceased or refused to act in, every capacit y and relationship in which we were described in the Registra tion Statement as acting or agreeing to act (including, without limitation, any capacity or relationship ( i) required to be described under Paragraph (5) of Schedule A of the Securities Act or (ii) for which consent is required under Section 7 of the Secur ities Act) with respect to the Transaction . Therefore, we hereby advise you and the Issuer , pursuant to Section 11(b)(1) of the Securities Act, that none of our firm , any person who controls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 , as amended ) or any of its affiliates (within the meaning of Rule 405 under the Securities Act ) will be responsible for any part of the Registration Statement. This notice is not intended to constitute an acknowledgment or admission that we have been or are an underwriter (within the meaning of Section 2(a)( 11) of the Securities Act or the rules and regulations promulgated thereunder ) with resp ect to the Transaction . Sincerely, CITIGROUP GLOBAL MARKETS INC. By: _____________________ Name: Rob Chan Title: Managing Director Enclosures cc: VinFast Auto Ltd. ~ c1t1