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CORRESPONDENCE

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel: +65.6536.1161 Fax: +65.6536.1171

www.lw.com

UEN No. T09LL1649F

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 Washington, D.C.

 June 15, 2023

 VIA EDGAR

 Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention:

Erin Donahue and Jay Ingram

Re:

 VinFast Auto Pte. Ltd.

Draft Registration Statement on Form F-4

Submitted May 15, 2023

 CIK
No. 0001913510

 Dear Sir or Madam:

On behalf of our client, VinFast Auto Pte. Ltd., a Singapore private limited company (the “Company”), we submit this
letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated June 9, 2023 (the “Comment
Letter”) with respect to the Draft Registration Statement on Form F-4 confidentially submitted to the Commission on May 15, 2023 (the “Draft Registration Statement”). Concurrently with the filing of this letter, the Company has
filed a Registration Statement on Form F-4 (the “Registration Statement”) through EDGAR.

 To facilitate your
review, we will separately deliver to you courtesy copies of the Registration Statement marked to show changes to the Draft Registration Statement.

The Staff’s comments are repeated below in italic and are followed by the Company’s responses. We have included page
references to the Registration Statement where a response refers to the revised disclosure therein. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement. The changes reflected in the
Registration Statement include those made in response to the Staff’s comments as well as other updates, including the inclusion of the unaudited interim condensed consolidated financial statements of the Company as of March 31, 2023 and
for the three months ended March 31, 2023 and 2022 and the unaudited combined financial statements of Black Spade Acquisition Co (“Black Spade” or “BSAQ”) as of March 31, 2023 and for the three months ended
March 31, 2023 and 2022 and related disclosure.

 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.

 June 15, 2023

 Page
 2

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page iii of the Registration Statement
to remove any implication of a disclaimer of responsibility for the information in the registration statement.

 Summary, page 1

2.
 Please revise this section to describe the expected sources and use of funds in connection with the business
combination.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 15 of the Registration Statement.

 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.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 16 and 116-117 of the
Registration Statement.

 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.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 21 of the Registration Statement.

 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.

 June 15, 2023

 Page
 3

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 84-85 of the Registration
Statement.

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.

 Response:

 The Company respectfully advises the Staff that it has not experience any material disruptions due to its reliance on
critical suppliers for the materials necessary for its operations.

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.

Response:

The Company respectfully advises the Staff that the exclusive forum provision in the Company’s Warrant Agreement as
amended by the Warrant Assumption Agreement states that it does not apply to actions arising under the Securities Act. In response to the Staff’s comment, the Company has revised the disclosure on page 318 of the Registration Statement to
state this exclusion.

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.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 30, 32, 42 and 44 of the
Registration Statement.

 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.

 Response:

The Company acknowledges the Staff’s comment and makes reference to the Tender Offer Compliance and Disclosure
Interpretation Question 166.01 (March 22, 2022) that sets forth parameters relating to purchases by a SPAC sponsor or its affiliates outside of the redemption offer. In connection with the Staff’s comment, the Company has revised the disclosure
on pages 82 and 98-99.

 June 15, 2023

 Page
 4

 The Company, based on advice from BSAQ, confirms that any purchase of BSAQ
Ordinary Shares by the Sponsor, the Initial Shareholders and/or their respective affiliates will comply with the conditions indicated in C&DI Question 166.01. In the revised disclosure on the above referenced pages, the Company discloses that
(i) any public shares purchased by the Sponsor, the Initial Shareholders and/or their respective affiliates will be made at a price no higher than the redemption price; (ii) shares acquired in such transactions would not be voted in favor
of approving the proposed business combination; and (iii) holders of such shares would waive their right to redemption rights with respect to such shares.

The Company also respectfully advises the Staff that, in the event of such purchase, BSAQ intends to file on a Form 8-K the requisite information outlined in C&DI Question 166.01.

 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.

 Response:

The Company respectfully advises the Staff, based on advice from Black Spade, that all material factors that the Black Spade
board relied upon in agreeing to the current valuation of VinFast have been disclosed on pages 112-113 of the Registration Statement under the section headed “Financial Analysis.”

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.

 Response:

 In response to the Staff’s comment, the Company has revised the disclosure on page 192 of the Registration
Statement to clarify that all of its sales to date have been through the Company’s multi-channel direct sales model. The Company respectfully advises the Staff that it has not entered into any material partnership agreements with distribution
agents, dealers or service partners. The Company undertakes to disclose in future filings the material terms of any material partnership arrangements that it may enter into with distribution agents, dealers or service partners.

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.

 June 15, 2023

 Page
 5

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 223 of the Registration
Statement.

 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 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.

 Response:

The Company respectfully advises the Staff that there is a provision under the Business Combination Agreement pursuant to
which, the Company, at its option, may issue such number of free bonus Company ordinary shares to the directors, executives, managers and employees of the Company and its subsidiaries, as determined at the relevant time in the sole discretion of the
compensation committee of the Company’s Board. Since the earnout plan has not been finalized and approved, and the relevant time (together with the proportion of awards that each relevant party shall be entitled to) is subject to the
determination of the compensation committee of Company’s Board, the grant date, the list of grantees, and the service inception date have not occurred or have yet to be determined. Thus, the accounting treatment cannot be determined and the
Company did not elaborate more on the disclosure of accounting treatment for the the earnout plan. Given the lack of necessary approval and factually supportable information, the Company respectfully assessed that the earnout plan does not require a
pro forma adjustment.

 The Company respectfully advises the Staff that the appropriate disclosures will be made in the
future when the grants are made.

 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.

 June 15, 2023

 Page
 6

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages xviii-xx, 15, 46, 62, 100, 258-265, 268-269 and 345-346 of the Registration Statement.

 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.

Response:

The Company respectfully advises the Staff that the Company believes that individual compensation information for those who
will serve as directors and executive officers of the Combined Company pursuant to Item 402 of Regulation S-K is not required for the following reason:

Item 18(a)(7)(ii) of Form F-4 cross refers to Items 6.B of Form 20-F. Pursuant to Item 6.B, disclosure of compensation on an individual basis is not required if it is not required in the company’s home country and is not otherwise publicly disclosed by the company.
Singapore laws do not require such disclosure and the Company does not otherwise disclose such information. Accordingly, the Company has disclosed the aggregate compensation of those who will serve as directors and executive officers of the Combined
Company on page 278 of the Registration Statement under the heading “Management of VinFast Following the Business Combination – Compensation of Directors and Executive Officers.”

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.

 Response:

The Company respectfully advises the Staff that the biographies set forth in the Registration Statement beginning on
pages 272-274 describe the business