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September 18, 2023
Le Thi Thu Thuy
Chief Executive Officer
VinFast Auto Ltd.
Dinh Vu – Cat Hai Economic Zone
Cat Hai Islands, Cat Hai Town, Cat Hai District
Hai Phong City, Vietnam
Re:VinFast Auto Ltd.
Registration Statement on Form F-1
Filed on September 12, 2023
File No. 333-274475
Dear Le Thi Thu Thuy:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed September 12, 2023
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
securities. If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability

 FirstName LastNameLe Thi Thu Thuy
 Comapany NameVinFast Auto Ltd.
 September 18, 2023 Page 2
 FirstName LastNameLe Thi Thu Thuy
VinFast Auto Ltd.
September 18, 2023
Page 2
of your company to fund your operations on a prospective basis with your current cash on
hand.
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that a
considerable portion of the shares being registered for resale were purchased by the selling
securityholders for prices considerably below the current market price of the Class A
common stock. Highlight the significant negative impact sales of shares on this
registration statement could have on the public trading price of the Class A common
stock.
Risk Factors, page 26
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is above the SPAC IPO price, the private investors have an incentive to sell because
they will still profit on sales because of the lower price that they purchased their shares
than the public investors.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, page 91
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that VIG and Asian Star, beneficial owners of over 48% of your
outstanding shares, will be able to sell all of their shares for so long as the registration
statement of which this prospectus forms a part is available for use.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors, or other selling
securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the
Sponsor, private placement investors, or other selling securityholders may experience a
positive rate of return based on the current trading price, the public securityholders may
not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price. Please also disclose the potential
profit the selling securityholders will earn based on the current trading price. Lastly,

 FirstName LastNameLe Thi Thu Thuy
 Comapany NameVinFast Auto Ltd.
 September 18, 2023 Page 3
 FirstName LastName
Le Thi Thu Thuy
VinFast Auto Ltd.
September 18, 2023
Page 3
please include appropriate risk factor disclosure.
7.Please disclose whether you have entered into any forward purchase agreements with
certain investors that provide those investors with the right to sell back shares to the
company at a fixed price after the closing date of the business combination.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-
3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Stacey Wong