SecProbe.io

CORRESP
1
filename1.htm

VINFAST
AUTO LTD.

Dinh Vu – Cat Hai Economic
Zone

Cat Hai Islands, Cat Hai Town,
Cat Hai District

Hai Phong City, Vietnam

December 29, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer Angelini

 Re: VinFast Auto Ltd.

 Registration Statement on Form F-3

 File No. 333-291445

Dear Sir or Madam:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, the undersigned registrant hereby respectfully requests that the effective date of the Registration Statement referred
to above be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on December 31, 2025 or as soon as
practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Stacey Wong at +65 6437 5450 of Latham & Watkins LLP, and we request that such effectiveness also be confirmed
in writing.

[Signature page follows]

    Sincerely,

    VinFast Auto Ltd.

    By:
    /s/ Le Thi Thu Thuy

    Name:
    Le Thi Thu Thuy

    Title:
    Chairwoman and Director

cc: (via email)

 Nguyen Thi Lan Anh, Chief Financial Officer, VinFast Auto Ltd.

 Sharon Lau, Partner, Latham & Watkins LLP

 Stacey Wong, Partner, Latham & Watkins LLP

September 24, 2024
Nguyen Thi Lan Anh
Chief Financial 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.
Form 20-F for the Year Ended December 31, 2023
Filed April 25, 2024
File No. 001-41782
Dear Nguyen Thi Lan Anh:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

August 15, 2024

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: Ernest Greene and Martin James

    Re:
    VinFast Auto Ltd.

    Form 20-F for the Year Ended December 31, 2023

    Filed April 25, 2024

    File No. 001-41782

    9 Raffles Place

    #42-02 Republic Plaza

    Singapore 048619

    Tel: +65.6536.1161  Fax: +65.6536.1171

    www.lw.com

    UEN No. T09LL1649F

    FIRM / AFFILIATE OFFICES

    Austin
    Milan

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    Chicago
    Riyadh

    Dubai
    San Diego

    Düsseldorf
    San Francisco

    Frankfurt
    Seoul

    Hamburg
    Silicon Valley

    Hong Kong
    Singapore

    Houston
    Tel Aviv

    London
    Tokyo

    Los Angeles
    Washington, D.C.

    Madrid

Ladies and Gentlemen:

On
behalf of our client, VinFast Auto Ltd., a public company incorporated under the laws of Singapore (the “Company”),
we submit this letter setting forth the response of the Company to the comment provided by the staff (the “Staff”)
of the Securities and Exchange Commission in its comment letter dated August 1, 2024 with respect to the Company’s annual report
on Form 20-F for the year ended December 31, 2023 as filed on April 25, 2024 (“Form 20-F”).

The Staff’s comment
is repeated below in italics and are followed by the Company’s response.

Form 20-F for the Year Ended December 31,
2023

Index to the
Consolidated Financial Statements, page F-1

 1. We note the Form 6-K filed on July 29, 2024 disclosing that your consolidated financial statements
as of and for the year ended December 31, 2023 as well as the associated audit report of Ernst & Young Vietnam Limited should
no longer be relied upon because of accounting errors relating to your revenue recognition practices (i.e., revenue-related cutoff items)
identified subsequent to issuance. You disclose that you intend to amend the Form 20-F to include restated financial statements.
Please tell us when you plan to file the amended Form 20-F.

Response:

In response to the
Staff’s comment, the Company plans to file an amended Form 20-F containing the restated financial statements as soon as the
Company completes preparation of the restated financial statements and the Company’s auditors complete their review thereof, which
the Company currently anticipates will be within two to three weeks of the date of this letter and in any case no later than mid-September 2024.

    August 15, 2024

    Page 2

If you have any questions
regarding the Form 20-F, please contact Sharon Lau (sharon.lau@lw.com or +65 6437 5464) or Stacey Wong (stacey.wong@lw.com or +65
6437 5450) of Latham & Watkins LLP.

    Sincerely,

    /s/ Stacey Wong

    Stacey Wong

    of LATHAM &WATKINS LLP

Enclosure

    cc:
    (via email)

    Pham Nhat Vuong, Managing Director and CEO, VinFast Auto Ltd.

    Le Thi Thu Thuy, Director and Chairwoman, VinFast Auto Ltd.

    Nguyen Thi Lan Anh, Chief Financial Officer, VinFast Auto Ltd.

    Sharon Lau, Partner, Latham & Watkins LLP

August 1, 2024
Nguyen Thi Lan Anh
Chief Financial 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.
Form 20-F for the Year Ended December 31, 2023
Filed April 25, 2024
File No. 001-41782
Dear Nguyen Thi Lan Anh:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Year Ended December 31, 2023
Index to the Consolidated Financial Statements, page F-1
1.We note the Form 6-K filed on July 29, 2024 disclosing that your consolidated financial
statements as of and for the year ended December 31, 2023 as well as the associated audit
report of Ernst & Young Vietnam Limited should no longer be relied upon because of
accounting errors relating to your revenue recognition practices (i.e., revenue-related cut-
off items) identified subsequent to issuance. You disclose that you intend to amend the
Form 20-F to include restated financial statements.  Please tell us when you plan to file
the amended Form 20-F.
            In closing, 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.

August 1, 2024
Page 2
            Please contact Ernest Greene at 202-551-3733 or Martin James at 202-551-3671 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

VINFAST AUTO LTD.

Dinh Vu – Cat Hai Economic
Zone

Cat Hai Islands, Cat Hai Town, Cat Hai
District

Hai Phong City, Vietnam

April 2, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Sarah Sidwell

  Re:
  VinFast Auto Ltd. (the “Company”)

Registration Statement on Form F-1

Filed March 28, 2024

File No. 333-278293

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective date of the Company’s Registration
Statement on Form F-1 (File No. 333-278293) be accelerated by the Securities and Exchange Commission to 9:00 a.m. Washington D.C. time
on April 4, 2024 or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware
of its obligations under the Act.

We request that we be notified of such effectiveness
by a telephone call to Stacey Wong at +65 6437 5450 or Sharon Lau at +65 6437 5464 of Latham & Watkins LLP, and we request that such
effectiveness also be confirmed in writing.

[Signature page follows]

    Very truly yours,

    VinFast Auto Ltd.

    By:
    /s/ Le Thi Thu Thuy

    Name:
    Le Thi Thu Thuy

    Title:
    Chairwoman and Director, VinFast Auto Ltd.

  cc:
  (via email)

Nguyen Thi Lan Anh, Chief Financial Officer, VinFast
Auto Ltd.

Sharon Lau, Partner, Latham & Watkins LLP

Stacey Wong, Partner, Latham & Watkins LLP

United States securities and exchange commission logo
April 1, 2024
Pham Nhat Vuong
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 March 28, 2024
File No. 333-278293
Dear Pham Nhat Vuong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Stacey Wong

CORRESP
1
filename1.htm

CORRESPONDENCE

 VINFAST AUTO LTD.

Dinh Vu – Cat Hai Economic Zone

Cat Hai Islands, Cat Hai Town, Cat Hai District

Hai Phong City, Vietnam

 October
30, 2023

 VIA EDGAR

 United States Securities
and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Patrick Fullem

Re:
 VinFast Auto Ltd. (the “Company”)

Registration Statement on Form F-1

Filed October 23, 2023

File No. 333-275133

 Ladies and
Gentlemen:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully
requests that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-275133) be accelerated by the Securities and Exchange
Commission to 4:00 p.m. Washington D.C. time on October 31, 2023 or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

We request that we be notified of such effectiveness by a telephone call to Sharon Lau at +65 6437 5464 or Stacey Wong at
+65 6437 5450 of Latham & Watkins LLP, and we request that such effectiveness also be confirmed in writing.

 [Signature
page follows]

 Very truly yours,

VinFast Auto Pte. Ltd.

By:

/s/ Le Thu Thu Thuy

 Name:  Le Thi Thu Thuy

Title:   Managing Director and Global CEO, VinFast Auto Ltd.

cc:
 (via email)

David Mansfield, Chief Financial Officer, VinFast Auto Ltd.

Sharon Lau, Partner, Latham & Watkins LLP

Stacey Wong, Partner, Latham & Watkins LLP

United States securities and exchange commission logo
October 26, 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 October 23, 2023
File No. 333-275133
Dear Le Thi Thu Thuy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Stacey Wong

CORRESP
1
filename1.htm

CORRESPONDENCE

 VINFAST AUTO LTD.

Dinh Vu – Cat Hai Economic Zone

Cat Hai Islands, Cat Hai Town, Cat Hai District

Hai Phong City, Vietnam

September 28, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Bradley Ecker

Geoffrey Kruczek

Re:   
 VinFast Auto Ltd. (the “Company”)

Registration Statement on Form F-1

Originally Filed September 12, 2023

File No. 333-274475

Ladies and Gentlemen:

 Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-274475) be accelerated by the Securities and Exchange Commission to 9:00 a.m. Washington D.C. time on October 2, 2023 or as soon as practicable thereafter. In making this acceleration request, the
Company acknowledges that it is aware of its responsibilities under the Act.

 We request that we be notified of such effectiveness by a
telephone call to Sharon Lau at +65 6437 5464 or Stacey Wong at +65 6437 5450 of Latham & Watkins LLP, and we request that such effectiveness also be confirmed in writing.

[Signature page follows]

 Very truly yours,

VinFast Auto Ltd.

By:

/s/ Le Thu Thu Thuy

 Name:  Le Thi Thu Thuy

Title:   Managing Director and Global CEO, VinFast Auto Ltd.

cc:
 (via email)

David Mansfield, Chief Financial Officer, VinFast Auto Ltd.

Sharon Lau, Partner, Latham & Watkins LLP

Stacey Wong, Partner, Latham & Watkins LLP

[Signature page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESPONDENCE

 VINFAST AUTO LTD.

Dinh Vu – Cat Hai Economic Zone

Cat Hai Islands, Cat Hai Town, Cat Hai District

Hai Phong City, Vietnam

September 28, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Bradley Ecker

Geoffrey Kruczek

Re:   
 VinFast Auto Ltd. (the “Company”)

Registration Statement on Form F-1

Originally Filed September 12, 2023

File No. 333-274475

Reference is made to our letter, filed as correspondence via EDGAR on September 27, 2023, in which we requested the acceleration of the
effective date of the above-referenced Registration Statement on Form F-1 for 4:00 p.m., Washington, D.C. time on September 28, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended (the “Prior Acceleration
Request”).

 We are no longer requesting that the above-referenced Registration Statement on Form F-1 be declared effective at such
time on such day, and we hereby formally withdraw the Prior Acceleration Request.

 [Signature page follows]

 Very truly yours,

VinFast Auto Ltd.

By:

/s/ Le Thu Thu Thuy

 Name:  Le Thi Thu Thuy

Title:   Managing Director and Global CEO, VinFast Auto Ltd.

cc:
 (via email)

David Mansfield, Chief Financial Officer, VinFast Auto Ltd.

Sharon Lau, Partner, Latham & Watkins LLP

Stacey Wong, Partner, Latham & Watkins LLP

[Signature page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESPONDENCE

 VINFAST AUTO LTD.

Dinh Vu – Cat Hai Economic Zone

Cat Hai Islands, Cat Hai Town, Cat Hai District

Hai Phong City, Vietnam

September 27, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Bradley Ecker

Geoffrey Kruczek

Re:   
 VinFast Auto Ltd. (the “Company”)

Registration Statement on Form F-1

Originally Filed September 12, 2023

File No. 333-274475

Ladies and Gentlemen:

 Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-274475) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on September 28, 2023 or as soon as practicable thereafter. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

 We request that we be notified of such effectiveness by
a telephone call to Sharon Lau at +65 6437 5464 or Stacey Wong at +65 6437 5450 of Latham & Watkins LLP, and we request that such effectiveness also be confirmed in writing.

[Signature page follows]

 Very truly yours,

VinFast Auto Pte. Ltd.

By:

/s/ Le Thu Thu Thuy

 Name:  Le Thi Thu Thuy

Title:   Managing Director and Global CEO, VinFast Auto Ltd.

cc:
 (via email)

David Mansfield, Chief Financial Officer, VinFast Auto Ltd.

Sharon Lau, Partner, Latham & Watkins LLP

Stacey Wong, Partner, Latham & Watkins LLP

[Signature page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESPONDENCE

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel: +65.6536.1161 Fax: +65.6536.1171

www.lw.com

UEN No. T09LL1649F

FIRM / AFFILIATE OFFICES

Austin
 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan
 Munich

 New York

Orange County

 Paris

Riyadh

 San Diego

San Francisco

 Seoul

Shanghai

 Silicon Valley

Singapore

 Tel Aviv

Tokyo

 Washington, D.C.

 September 21, 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:

Bradley Ecker and Geoffrey Kruczek

Re:

 VinFast Auto Ltd.

Registration Statement on Form F-1

Filed on September 12, 2023

 File
No. 333-274475

 Ladies and Gentlemen:

On behalf of our client, VinFast Auto Ltd., a public company limited by shares incorporated under the laws of Singapore (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 September 18, 2023 (the “Comment Letter”) with respect to the Registration Statement on Form F-1 as filed on September 12, 2023 (“Original Registration Statement”).

The letter is being submitted together with the Company’s first amendment to the Registration Statement on Form F-1 filed
on September 21, 2023 (“Amendment No. 1”). The Company has revised Amendment No. 1 to reflect the Company’s response to the Comment Letter, include the Company’s unaudited consolidated financial statements for the six
months ended June 30, 2022 and 2023 and disclose certain other information. To facilitate your review, we will separately deliver to you courtesy copies of Amendment No. 1 marked to show changes to the Original 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 Amendment No. 1 where a response refers to the revised disclosure therein. Capitalized terms used but not otherwise defined herein have the meanings set forth in Amendment No. 1.

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.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 20 and 63-64 of Amendment No. 1.

 September 21, 2023

 Page
 2

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 of your company to fund your operations on a prospective basis
with your current cash on hand.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 20, 65, 70 and
112-113 of Amendment No. 1.

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.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 64 and 112 of
Amendment No. 1.

 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.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 63-65 of Amendment No. 1.

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.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 111-113 of Amendment No. 1.

 September 21, 2023

 Page
 3

 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, please include appropriate risk factor disclosure.

 Response:

 In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 64 and 112 of
Amendment No. 1.

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.

Response:

The Company respectfully advises the Staff that it has not entered into any such forward purchase agreements.

If you have any questions regarding the Registration Statement, please contact Sharon Lau (sharon.lau@lw.com or
+65 6437 5464) or Stacey Wong (stacey.wong@lw.com or +65 6437 5450) of Latham & Watkins LLP.

Thank you for your time and attention.

Very truly yours,

/s/ Sharon Lau

 Sharon Lau

 of LATHAM & WATKINS
LLP

 Enclosure

cc:
 (via email)

Le Thi Thu Thuy, Managing Director and Global CEO, VinFast Auto Ltd.

David Mansfield, Chief Financial Officer, VinFast Auto Ltd.

Stacey Wong, Esq., Partner, Latham & Watkins LLP

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

CORRESPONDENCE

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel: +65.6536.1161 Fax: +65.6536.1171

www.lw.com

UEN No. T09LL1649F

FIRM / AFFILIATE OFFICES

Austin
 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan
 Munich

 New York

Orange County

 Paris

Riyadh

 San Diego

San Francisco

 Seoul

Shanghai

 Silicon Valley

Singapore

 Tel Aviv

Tokyo

 Washington, D.C.

 July 26, 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 Erin Purnell

Re:

 VinFast Auto Pte. Ltd.

Amendment No. 4 to Registration Statement on Form F-4

Filed July 19, 2023

 File No.
333-272663

 Ladies and Gentlemen:

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
July 25, 2023 (the “Comment Letter”) with respect to Amendment No. 4 to the Registration Statement on Form F-4 as filed on July 19, 2023 (“Amendment
No. 4”).

 The letter is being submitted together with the Company’s fifth amendment to the
Registration Statement on Form F-4 filed on July 26, 2023 (“Amendment No. 5”), which includes revisions to reflect the Company’s response to the Comment Letter. To
facilitate your review, we will separately deliver to you courtesy copies of Amendment No. 5 marked to show changes to Amendment No. 4 to the Registration Statement on Form F-4 as filed on
July 19, 2023.

 The Staff’s comments are repeated below in italic and are followed by the Company’s
responses. We have included page references to Amendment No. 5 where a response refers to the revised disclosure therein. Capitalized terms used but not otherwise defined herein have the meanings set forth in Amendment No. 5.

 July 26, 2023

 Page
 2

 Amendment No. 4 to the Registration Statement on Form F-4, filed July 19, 2023

Proposal No. 3 - The Articles Amendment Proposal, page 127

1.
 We note your response to comment 2 and are unable to agree that the removal of the requirement to maintain
$5,000,001 in net tangible assets would not present any risk to investors. We note that this amendment to the charter is not conditioned on any other proposal but will be adopted only if the business combination proposal is approved. In the event
this proposal and the business combination proposal is approved but the merger does not occur, the shareholders will still be entitled to redemption rights. If the amount in the trust falls below $5,000,001 as a result of redemptions, the company
would likely also no longer meet the Nasdaq listing standards. Please provide clear disclosure that removal of this provision could result in your securities falling within the definition of penny stock and clearly discuss the risk to the company
and investors if your securities were to fall within the definition of penny stock.

 Response:

In response to the Staff’s comment, the Company, in consultation with Black Spade, has removed the “Articles Amendment
Proposal” (as defined in Amendment No. 4) and all related disclosure from Amendment No. 5. Black Spade’s articles of association will continue to limit Black Spade’s ability to consummate a business combination, or to redeem BSAQ
Class A Ordinary Shares in connection with a business combination, unless Black Spade has net tangible assets of at least US$5,000,001 immediately prior to and upon consummation of such business combination.

If you have any questions regarding the Registration Statement, please contact Sharon Lau (sharon.lau@lw.com or
+65 6437 5464) or Stacey Wong (stacey.wong@lw.com or +65 6437 5450) of Latham & Watkins LLP.

Thank you for your time and attention.

Very truly yours,

/s/ Sharon Lau

 Sharon Lau

 of LATHAM & WATKINS
LLP

 Enclosure

cc:
 (via email)

Le Thi Thu Thuy, Managing Director and Global CEO, VinFast Auto Ltd.

David Mansfield, Chief Financial Officer, VinFast Auto Ltd.

Dennis Tam, Chairman and Co-Chief Executive Officer, Black Spade Acquisition Co

Stacey Wong, Esq., Partner, Latham & Watkins LLP

James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

CORRESPONDENCE

 VINFAST AUTO PTE. LTD.

Dinh Vu – Cat Hai Economic Zone

Cat Hai Islands, Cat Hai Town, Cat Hai District

Hai Phong City, Vietnam

July 26, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Erin Donahue

Erin Purnell

 Jay Ingram

Re:
 VinFast Auto Pte. Ltd. (the “Company”)

Registration Statement on Form F-4

Originally Filed June 15, 2023

File No. 333-272663

 Ladies and
Gentlemen:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully
requests that the effective date of the Company’s Registration Statement on Form F-4 (File No. 333-272663) be accelerated by the Securities and Exchange
Commission to 10:00 a.m. Washington D.C. time on July 28, 2023 or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

We request that we be notified of such effectiveness by a telephone call to Sharon Lau at +65 6437 5464 or Stacey Wong at
+65 6437 5450 of Latham & Watkins LLP, and we request that such effectiveness also be confirmed in writing.

 [Signature
page follows]

Very truly yours,

VinFast Auto Pte. Ltd.

By:

/s/ Le Thi Thu Thuy

Name:

 Le Thi Thu Thuy

Title:

 Managing Director and Global CEO,

 VinFast
Auto Ltd.

cc:
 (via email)

David Mansfield, Chief Financial Officer, VinFast Auto Ltd.

Dennis Tam, Chairman and Co-Chief Executive Officer, Black Spade Acquisition Co

Sharon Lau, Partner, Latham & Watkins LLP

Stacey Wong, Esq., Partner, Latham & Watkins LLP

James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
July 25, 2023
Le Thi Thu Thuy
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.
Amendment No. 4 to Registration Statement on Form F-4
Filed July 19, 2023
File No. 333-272663
Dear Le Thi Thu Thuy:
            We have reviewed your amended 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 18, 2023 letter.
Amended Registration Statement on Form F-4
Proposal No. 3 - The Articles Amendment Proposal, page 127
1.We note your response to comment 2 and are unable to agree that the removal of the
requirement to maintain $5,000,001 in net tangible assets would not present any risk to
investors. We note that this amendment to the charter is not conditioned on any other
proposal but will be adopted only if the business combination proposal is approved. In the
event this proposal and the business combination proposal is approved but the merger
does not occur, the shareholders will still be entitled to redemption rights. If the amount in
the trust falls below $5,000,001 as a result of redemptions, the company would likely also
no longer meet the Nasdaq listing standards. Please provide clear disclosure that removal

 FirstName LastNameLe Thi Thu Thuy
 Comapany NameVinFast Auto Pte. Ltd.
 July 25, 2023 Page 2
 FirstName LastName
Le Thi Thu Thuy
VinFast Auto Pte. Ltd.
July 25, 2023
Page 2
of this provision could result in your securities falling within the definition of penny stock
and clearly discuss the risk to the company and investors if your securities were to fall
within the definition of penny stock.
            You may contact Ernest Greene at 202-551-3733 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESPONDENCE

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel: +65.6536.1161 Fax: +65.6536.1171

www.lw.com

UEN No. T09LL1649F

FIRM / AFFILIATE OFFICES

Austin
 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan
 Munich

 New York

Orange County

 Paris

Riyadh

 San Diego

San Francisco

 Seoul

Shanghai

 Silicon Valley

Singapore

 Tel Aviv

Tokyo

 Washington, D.C.

 July 19, 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.

Amendment No. 2 to Registration Statement on Form F-4

Filed July 12, 2023

 File No.
333-272663

 Ladies and Gentlemen:

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 July 18,
2023 (the “Comment Letter”) with respect to Amendment No. 2 to the Registration Statement on Form F-4 as filed on July 12, 2023 (“Amendment No. 2”).

The letter is being submitted together with the Company’s fourth amendment to the Registration Statement on Form F-4 filed on July 19, 2023 (“Amendment No. 4”), which includes revisions to reflect the Company’s response to the Comment Letter. To facilitate your review, we will
separately deliver to you courtesy copies of Amendment No. 4 marked to show changes to Amendment No. 3 to the Registration Statement on Form F-4 as filed on July 14, 2023.

The Staff’s comments are repeated below in italic and are followed by the Company’s responses. We have included page
references to Amendment No. 4 where a response refers to the revised disclosure therein. Capitalized terms used but not otherwise defined herein have the meanings set forth in Amendment No. 4.

Amendment No. 2 to the Registration Statement on Form F-4, filed July 12, 2023

General

1.
 Please note that this comment letter reflects only the amendment filed July 12, 2023. The subsequent
amendment filed July 17, 2023 was not reviewed and the staff will review the next filing that is responsive to the comments in this letter.

 July 19, 2023

 Page
 2

 Response:

The Company respectfully notes and acknowledges the Staff’s comment.

PROPOSAL NO. 3: THE ARTICLES AMENDMENT PROPOSAL, page 127

2.
 We note your revisions to include an amendment to the charter to remove the requirement to maintain
US$5,000,001 in net tangible assets. Revise to clarify whether the parties have waived the related condition to the closing of the Business Combination that is also dependent upon having at least US$5,000,001 in net tangible assets as of the
Closing. Also, please revise to discuss the risk that your shares may not be approved for initial listing on NASDAQ, in light of your dependence upon this status to avoid a “penny stock” determination, and discuss the consequences of such
outcome.

 Response:

In response to the Staff’s comment to clarify if parties have waived the related condition to the closing of the Business
Combination under the terms of the Business Combination Agreement, which provides that the Closing is dependent upon Black Spade having at least $5,000,001 in net tangible assets as of the Closing, the Company has revised the disclosure on
pages xix and 267 of Amendment No. 4.

 In response to the Staff’s comment to discuss the risk that NASDAQ
may not approve the Company’s shares for listing, the Company respectfully advises the Staff that it will not be at risk of not having its shares approved for initial listing on NASDAQ as a result of any “penny stock” determination
because despite the Company having agreed to remove the US$5,000,001 net tangible asset requirement in Black Spade’s charter, the Sponsor has agreed pursuant to the Sponsor Support Agreement to subscribe for and acquire and/or procure that its
designated person subscribes for and acquires VinFast Ordinary Shares at a purchase price of US$10 per share in an amount of up to US$30,000,000 (the “Backstop Amount”) less the funds contained in Black Spade’s trust account
(after giving effect to redemptions). The Backstop Amount has been disclosed in the Unaudited Pro Forma Condensed Combined Financial Information on page 278 of Amendment No. 4.

If you have any questions regarding the Registration Statement, please contact Sharon Lau (sharon.lau@lw.com or
+65 6437 5464) or Stacey Wong (stacey.wong@lw.com or +65 6437 5450) of Latham & Watkins LLP.

 Thank you for
your time and attention.

Very truly yours,

/s/ Sharon Lau

 Sharon Lau

 of LATHAM & WATKINS
LLP

 Enclosure

cc:
 (via email)

Le Thi Thu Thuy, Managing Director and Global CEO, VinFast Auto Ltd.

David Mansfield, Chief Financial Officer, VinFast Auto Ltd.

Dennis Tam, Chairman and Co-Chief Executive Officer, Black Spade Acquisition Co

Stacey Wong, Esq., Partner, Latham & Watkins LLP

James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP

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

CORRESP
1
filename1.htm

CORRESPONDENCE

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel: +65.6536.1161 Fax: +65.6536.1171

www.lw.com

UEN No. T09LL1649F

FIRM / AFFILIATE OFFICES

Austin
 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan
 Munich

 New York

Orange County

 Paris

Riyadh

 San Diego

San Francisco

 Seoul

Shanghai

 Silicon Valley

Singapore

 Tel Aviv

Tokyo

 Washington, D.C.

 June 30, 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.

Registration Statement on Form F-4

Filed June 15, 2023

 File No.
333-272663

 Ladies and Gentlemen:

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 29, 2023 (the “Comment Letter”) with respect to the Registration Statement on Form F-4 as filed on June 15, 2023 (the “Original Registration Statement”).

 The letter is being submitted together with the Company’s first amendment to the Registration Statement on Form F-4 filed on June 30, 2023 (“Amendment No. 1”), which includes revisions to reflect the Company’s responses to the Comment Letter and certain other updates. To
facilitate your review, we will separately deliver to you courtesy copies of the Amendment No. 1 marked to show changes to the Original 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 Amendment No. 1 where a response refers to the revised disclosure therein. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 1.

Registration Statement on Form F-4, filed June 15, 2023

Historical Selected Consolidated Financial Data of VinFast, page 21

1.
 We note your response to prior comment 4. However, the underline used in the heading of the first two
columns of the Consolidated Balance Sheet Data table continues to indicate that the data presented in both columns is as of December 31, 2021. As previously requested, please revise the heading of the second column of the Consolidated Balance
Sheet Data table to correctly indicate that the data is as of December 31, 2022.

 June 30, 2023

 Page
 2

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 21 of Amendment No. 1.

VinFast’s Business, page 163

2.
 Please expand your disclosure to discuss the recently announced after-sales policy.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 32 and 191 of Amendment No. 1.

 Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 267

3.
 You disclosed that the unaudited pro forma combined provision for income taxes does not necessarily reflect
the amounts that would have resulted had the Post-Business Combination company filed consolidated income tax returns during the period presented. Please tell us what consideration you gave to including the tax effects related to your pro forma
adjustments as well as including a tax provision calculated on the separate return basis. Refer to Rule 11-02(b)(5)of Regulation S-X and SAB Topic 1:B:1 Question 3.

Response:

The Company respectfully advises the Staff that the disclosure referred to above in the Staff’s question has been deleted
in Amendment No. 1 as the post-Business Combination company does not file a consolidated tax return, and both Black Spade and the Merger Sub are Cayman Islands companies that are tax exempted, hence the Company concluded that no pro forma
adjustments are necessary.

 In response to the Staff’s comment, the Company has revised the disclosure on pages 269
and 270 of Amendment No. 1.

4.
 Revise footnote (gg) on page 270 to clearly describe the arrangement under which your Sponsor will pay
certain non-recurring expenses or refer the reader to a section of the filing where the arrangement is described in detail. Consistent with Rule 11-02(a)(11)(i) of Regulation S-X disclose the nature of the expenses. Please explain to us the
factors you considered in concluding that such a pro forma adjustment was appropriate.

 Response:

In response to the Staff’s comment, the Company has revised footnote (gg) on page 273 of Amendment No. 1.

The Company respectfully advises the Staff that, in concluding that such a pro forma adjustment was appropriate, the Company
has considered the guidance of non-recurring items and transaction costs as specified in Article 11 of Regulation S-X and reviewed the related transaction documents to assess the non-recurring nature of
such expenses.

 General

5.
 We note your response to prior comment 29, and reissue in part. Please tell us why you agreed to the Citi
waiver.

 Response:

In response to the Staff’s comment, the Company respectfully advises the Staff, based on advice from Black Spade, that
Black Spade was informed of Citi’s decision that it waives its entitlement to the payment of any deferred underwriting commission through a letter to Black Spade on May 10, 2023. Black Spade was not asked to agree to the waiver as such
waiver was a unilateral act of Citi.

 If you have any questions regarding the Registration Statement, please contact
Sharon Lau (sharon.lau@lw.com or +65 6437 5464) or Stacey Wong (stacey.wong@lw.com or +65 6437 5450) of Latham & Watkins LLP.

 June 30, 2023

 Page
 3

 Thank you for your time and attention.

Very truly yours,

/s/ Sharon Lau

 Sharon Lau

 of LATHAM &WATKINS
LLP

 Enclosure

cc:
 (via email)

Le Thi Thu Thuy, Managing Director and Global CEO, VinFast Auto Ltd.

David Mansfield, Chief Financial Officer, VinFast Auto Ltd.

Dennis Tam, Chairman and Co-Chief Executive Officer, Black Spade Acquisition Co

Stacey Wong, Esq., Partner, Latham & Watkins LLP

James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
June 29, 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.
Registration Statement on Form F-4
Filed June 15, 2023
File No. 333-272663
Dear Dennis Tam:
            We have reviewed your 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 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.
Form F-4 Filed on June 15, 2023
Historical Selected Consolidated Financial Data of VinFast, page 21
1.We note your response to prior comment 4. However, the underline used in the heading of
the first two columns of the Consolidated Balance Sheet Data table continues to indicate
that the data presented in both columns is as of December 31, 2021.  As previously
requested, please revise the heading of the second column of the Consolidated Balance
Sheet Data table to correctly indicate that the data is as of December 31, 2022.

 FirstName LastNameDennis Tam
 Comapany NameVinFast Auto Pte. Ltd.
 June 29, 2023 Page 2
 FirstName LastName
Dennis Tam
VinFast Auto Pte. Ltd.
June 29, 2023
Page 2
VinFast's Business, page 163
2.Please expand your disclosure to discuss the recently announced after-sales policy.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 267
3.You disclosed that the unaudited pro forma combined provision for income taxes does not
necessarily reflect the amounts that would have resulted had the Post-Business
Combination company filed consolidated income tax returns during the period presented.
Please tell us what consideration you gave to including the tax effects related to your pro
forma adjustments as well as including a tax provision calculated on the separate return
basis. Refer to  Rule 11-02(b)(5)of Regulation S-X and SAB Topic 1:B:1 Question 3.
4.Revise footnote (gg) on page 270 to clearly describe the arrangement under which your
Sponsor will pay certain non-recurring expenses or refer the reader to a section of the
filing where the arrangement is described in detail. Consistent with Rule 11-02(a)(11)(i)
of Regulation S-X disclose the nature of the expenses.  Please explain to us the factors you
considered in concluding that such a pro forma adjustment was appropriate.
General
5.We note your response to prior comment 29, and reissue in part.  Please tell us why you
agreed to the Citi waiver.
            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 Ernest Greene at 202-551-3733 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESPONDENCE

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel: +65.6536.1161 Fax: +65.6536.1171

www.lw.com

UEN No. T09LL1649F

FIRM / AFFILIATE OFFICES

Austin
 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan
 Munich

 New York

Orange County

 Paris

Riyadh

 San Diego

San Francisco

 Seoul

Shanghai

 Silicon Valley

Singapore

 Tel Aviv

Tokyo

 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

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
Page 4
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