UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 1011, 2023

BLACK SPADE ACQUISITION CO

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-40616	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

Suite 2902 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong		N/A
Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong		N/A
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: + 852 3955 1316

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value	BSAQ	The NYSE American LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	BSAQWS	The NYSE American LLC
Units, each consisting of one Class A ordinary share and one-half of one warrant	BSAQU	The NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Note

On August 1014, 2023, Black Spade Acquisition Co (“BSAQ”, “Black Spade” or the “Company”) ~~announced~~consummated ~~that,~~the inpreviously ~~connection~~announced ~~with~~business ~~its~~combination ~~proposed~~pursuant to the business combination ~~(the~~agreement, ~~“Business~~dated ~~Combination”)~~as ~~with~~of May 12, 2023, by and among Black Spade, VinFast Auto Ltd., a Singapore public limited company (formally known as “VinFast Auto Pte. Ltd.,” together, “VinFast”) and Nuevo Tech Limited, ita ~~intends~~Cayman toIslands ~~voluntarily~~exempted ~~delist~~company ~~its~~and ~~units~~wholly owned subsidiary of VinFast (“Merger Sub”) (the “Original Business Combination Agreement”) as amended by the First Amendment to Business Combination Agreement, ~~Class~~dated as of June A14, ~~ordinary~~2023 ~~shares~~(the “First Amendment to Business Combination Agreement” and, ~~warrants~~together ~~from~~with the ~~NYSE~~Original ~~American~~Business ~~LLC~~Combination (Agreement, the “~~NYSE~~Business ~~American~~Combination Agreement”),. ~~subject~~Pursuant to the ~~closing~~Business Combination Agreement, Merger Sub merged with and into Black Spade, with Black Spade surviving the merger (the “Merger”). Upon consummation of the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”), Black Spade became a wholly owned subsidiary of VinFast, with the securityholders of Black Spade becoming securityholders of VinFast.

~~The~~Pursuant ~~Company’s~~to ~~decision~~the toBusiness ~~voluntarily~~Combination ~~delist~~Agreement, ~~its~~among ~~units~~other things, ~~Class A~~(i) ~~ordinary~~the ~~shares~~amended and ~~warrants~~restated ~~from~~constitution of VinFast was adopted and became effective, and (ii) VinFast effected a share consolidation such that each ordinary share in the ~~NYSE~~capital ~~American~~of isVinFast, ~~due~~as of immediately prior to the ~~fact~~Recapitalization ~~that~~(as ~~upon~~defined below) (collectively, the ~~consummation~~“Pre-Recapitalization VinFast Shares”), was consolidated into a number of shares equal to the ~~Business~~Adjustment ~~Combination,~~Factor (as defined below) (the ~~Company~~“Recapitalization”). ~~will~~The ~~become~~“Adjustment Factor” was a ~~wholly~~number ~~owned~~resulting ~~subsidiary~~from dividing the Per Share VinFast Equity Value by $10.00. The “Per Share VinFast Equity Value” was obtained by dividing (i) the equity value of VinFast (being $23,000,000,000) ~~and~~by (ii) the aggregate number of Pre-Recapitalization VinFast’s ~~ordinary~~Shares ~~shares~~that are issued and ~~warrants~~outstanding ~~are~~immediately ~~expected~~prior to bethe ~~traded~~Recapitalization. onUpon the ~~Nasdaq~~Recapitalization, ~~Stock~~each ~~Market~~ordinary ~~LLC~~share ~~(“Nasdaq”),~~in ~~subject~~the tocapital ~~the~~of ~~closing~~VinFast, as of immediately after the ~~Business~~Recapitalization ~~Combination~~(the “VinFast Ordinary Share”) had a value of $10.00.

~~Trading~~Pursuant to the Business Combination Agreement, immediately prior to the effective time of ~~VinFast’s~~the ~~ordinary~~Merger ~~shares~~(the “Effective Time”), each issued and ~~warrants~~outstanding isunit ~~currently~~issued ~~expected~~in toBlack ~~begin~~Spade’s oninitial ~~Nasdaq~~public atoffering ~~market~~(each, ~~open~~a on“Unit”), orconsisting ~~about~~of ~~August~~(i) 15one Class A ordinary share of Black Spade, ~~2023~~par ~~under~~value ~~the~~$0.0001 ~~symbols~~per share (“~~VFS~~BSAQ Class A Ordinary Share”) and (ii) one-half of one warrant issued in Black Spade’s initial public offering (each, a “~~VFSWW~~Public Warrant”), ~~respectively~~was automatically separated into one BSAQ Class A Ordinary Share and one-half of one Public Warrant (the “Unit Separation”). No fractional Public Warrants was issued in connection with such Unit Separation such that if a holder of such Units would be entitled to receive a fractional Public Warrant upon the Unit Separation, ~~following~~the number of Public Warrants to be issued to such holder upon such Unit Separation was rounded down to the ~~consummation~~nearest whole number of Public Warrants and no cash was paid in lieu of such fractional Public Warrants. Pursuant to the Business Combination. ~~The~~Agreement, ~~last~~at ~~day~~the Effective Time and as a result of ~~trading~~the Merger, (i) each Class B ordinary share of Black Spade, par value $0.0001 per share (“BSAQ Class B Ordinary Share”) that was issued and outstanding immediately prior to the ~~Company’s~~Effective ~~securities~~Time onwas ~~NYSE~~converted ~~American~~into isthe ~~expected~~right to bereceive onone orVinFast ~~about~~Ordinary ~~August~~Share; (ii) ~~14,~~each ~~2023.~~BSAQ ~~The~~Class A ~~delisting~~Ordinary ~~from~~Share ~~NYSE~~that ~~American~~was issued and outstanding immediately prior to the ~~listing~~Effective onTime ~~Nasdaq~~(other than such BSAQ Class A Ordinary Shares that are ~~subject~~treasury shares, validly redeemed shares, or BSAQ Dissenting Shares (as defined below)) was converted into the right to receive one VinFast Ordinary Share, and (iii) each issued and outstanding BSAQ Class A Ordinary Share that was held by any person who has validly exercised and not effectively withdrawn or lost their right to dissent from the ~~closing~~Merger in accordance with Section 238 of the ~~Business~~Companies ~~Combination~~Act (As Revised) of the Cayman Islands (“BSAQ Dissenting Share”) was cancelled and carry no right other than the right to receive the payment of the fair value of such BSAQ Dissenting Share determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Extraordinary General Meeting held on August 10, 2023 (the “Extraordinary General Meeting”), holders of 5,372,291 Class A ordinary shares and Class B ordinary shares (collectively, the “Ordinary Shares”) of the Company, which represents 77.0% of the Ordinary Shares issued and outstanding and entitled to vote as of the record date of July 18, 2023, were represented in person or by proxy. This constituted a quorum.

The shareholders approved the Business Combination Proposal and the Merger Proposal. Although the adjournment proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Extraordinary General Meeting was determined not to be necessary or appropriate. Set forth below are the proposals voted upon at the Extraordinary General Meeting, which are described in more detail in the definitive proxy statement/prospectus filed with the Securities Exchange Commission on July 28, 2023 (the “Proxy Statement/prospectus”), and the final voting results.

1. Proposal No. 1—The Business Combination Proposal—to consider and vote upon a proposal to ratify, approve and adopt by way of ordinary resolution the Business Combination Agreement, dated as of May 12, 2023, by and among Black Spade, VinFast and Nuevo Tech Limited, a Cayman Islands exempted company and wholly owned subsidiary of VinFast (“Merger Sub”), as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023 and as may be further amended, supplemented or restated from time to time, by and among Black Spade, VinFast and Merger Sub, and the transactions contemplated therein, including the merger whereby Merger Sub will merge with and into Black Spade, with Black Spade surviving the merger as a wholly owned subsidiary of VinFast and the securityholders of Black Spade becoming securityholders of VinFast (the “Business Combination Proposal”).

The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Vote
5,371,924		367		0		N/A

2. Proposal No. 2—The Merger Proposal—to consider and vote upon a proposal to authorize and approve by way of special resolution the Plan of Merger made in accordance with the provisions of Section 233 of the Companies Act (As Revised) of the Cayman Islands and the Business Combination (the “Merger Proposal”).

~~The~~On ~~voting~~August 11, ~~results~~2023, ~~were~~VinFast, asBlack ~~follows:~~Spade and Continental Stock Transfer & Trust Company (“Continental”) entered into an assignment, assumption and amendment agreement (the “Assignment, Assumption and Amendment Agreement”), pursuant to which, among other things, effective at the consummation of the Business Combination, Black Spade assigns to VinFast all of its rights, interests and obligations under that certain warrant agreement, dated July 15, 2021, by and between Black Spade and Continental. Pursuant to the Business Combination Agreement and the Assignment, Assumption and Amendment Agreement, each issued and outstanding (i) Public Warrant and (ii) warrant sold to Black Spade Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands (“Sponsor”), in a private placement in connection with Black Spade’s initial public offering was exchanged for a corresponding warrant exercisable for one VinFast Ordinary Share (“VinFast Warrant”).

Votes For		Votes Against		Abstentions		Broker Non-Vote
5,372,017		267		7		N/A

On August 15, 2023, VinFast Ordinary Shares and VinFast Warrants will commence trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “VFS” and “VFSWW”, respectively.

~~Item~~The 7foregoing summary of the material terms of the Business Combination Agreement and Assignment, Assumption and Amendment Agreement are further described in Black Spade’s definitive proxy statement dated July 28, 2023, filed with the Securities and Exchange Commission (“SEC”).01 ~~Regulation~~The FDsummary ~~Disclosure~~of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the text of (i) the Original Business Combination Agreement, which was filed with the SEC as Exhibit 2.1 to Black Spade’s Current Report on Form 8-K filed on May 12, 2023; and (ii) the First Amendment to Business Combination Agreement, which was filed with the SEC as Exhibit 2.1 to Black Spade’s Current Report on Form 8-K filed on June 16, 2023, each of which is incorporated by reference herein. The foregoing description of the Assignment, Assumption and Amendment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Assignment, Assumption and Amendment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

~~The information set forth in the~~ Item 31.01. ~~above~~Entry ~~is incorporated~~ into ~~this~~a ~~Item~~Material ~~7.01~~Definitive ~~by reference~~Agreement. ~~A copy of the press release issued by the Company announcing the voluntary delisting from the NYSE American is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

OnThe ~~August 10,~~information ~~2023,~~set ~~Black~~forth ~~Spade~~in ~~and VinFast issued a joint press release announcing~~ the ~~results~~Introductory ofNote ~~the~~above ~~Extraordinary General Meeting and the anticipated closing of the Business Combination. The press release~~ is ~~attached~~incorporated ~~hereto~~into asthis ~~Exhibit~~Item 991.201 ~~and incorporated~~ by reference ~~herein~~.

~~The~~Registration ~~foregoing~~Rights ~~Exhibit~~Agreement 99.1 and Exhibit 99.2 are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1 and Exhibit 99.2.

~~Item~~On ~~8.01~~August 11, ~~Other~~2023, ~~Events~~VinFast, Sponsor and certain shareholders of VinFast entered into a registration rights agreement (the “Registration Rights Agreement”) containing customary registration rights for Sponsor and the shareholders of VinFast who are parties thereto.

InThe ~~connection~~foregoing ~~with~~description ~~the shareholder vote at the Extraordinary General Meeting, the holders~~ of ~~1,440,385 Class A ordinary shares of~~ the ~~Company~~Registration ~~properly~~Rights ~~exercised~~Agreement ~~their~~does ~~right~~not purport to ~~redeem~~be ~~their~~complete ~~shares~~and ~~for~~is ~~cash~~qualified atin aits ~~redemption~~entirety ~~price~~by ofthe ~~approximately~~full ~~$10.41 per~~text ~~share, for an aggregate redemption amount~~ of ~~approximately $15.0 million. Following~~ the ~~redemption~~Registration inRights ~~connection with the Extraordinary General Meeting~~Agreement, ~~the~~which ~~amount~~is ofattached ~~funds~~hereto ~~remaining~~as inExhibit ~~the~~10.2 ~~trust~~and ~~account~~ is ~~approximately~~incorporated ~~$13~~herein by reference.~~6 million.~~

Item 1.02.

Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note above is incorporated into this Item 1.02 by reference.

On August 11, 2023, in connection with the consummation of the Business Combination, the following material agreements of Black Spade terminated in accordance with their terms:

(i)

certain Investment Management Trust Agreement, dated as of July 15, 2021, by and between Black Spade and Continental, pursuant to which Continental invested the proceeds of Black Spade’s initial public offering in a trust account; and

(ii)

certain Administrative Services Agreement, dated as of July 15, 2021, between Black Spade and the Sponsor, pursuant to which the Sponsor provided Black Spade with office space, secretarial and administrative services for up to $10,000 per month.

~~Forward-Looking~~Item ~~Statements~~2.01. Completion of Acquisition or Disposition of Assets.

~~This~~The document contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the proposed transaction between Black Spade and VinFast, including statements regarding the benefits of the transaction, the anticipated benefits of the transaction, Black Spade’s or VinFast’s expectations concerning the outlook for the VinFast’s business, productivity, plans and goals for product launches, deliveries and future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information ~~concerning~~set ~~possible~~forth or assumed future results of operations. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are their managements’ current predictions, projections and other statements about future events that are based on current expectations and assumptions available to Black Spade and VinFast, and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in ~~this document, including but not limited to: (i)~~ the ~~risk~~Introductory ~~that~~Note ~~the~~above proposed transaction may not be completed within the prescribed time frame, which may adversely affect the price of Black Spade’s securities, (ii) the risk that investors of VinFast may not receive the same benefits as an investor in an underwritten public offering, (iii) the risk that the Black Spade securities may experience a material price decline after the proposed transaction, (iv) the adverse impact of any shareholder litigation and regulatory inquiries and investigations on VinFast’s business, (v) a reduction of trust account proceeds and the per share redemption amount received by shareholders as a result of third-party claims, (vi) the risk that the transaction may not be completed by Black Spade’s business combination deadline and an extension period, (vii) the risk that distributions from trust account may be subject to claw back if Black Spade is ~~deemed~~incorporated tointo be insolvent, (viii) the ability of VinFast to get approval for listing of its ordinary shares and warrants and comply with the continued listing standards of the Nasdaq, (ix) the failure to satisfy the conditions to the consummation of the transaction, certain of which are outside of Black Spade or VinFast’s control, (x) the ability of VinFast to achieve profitability, positive cash flows from operating activities and a net working capital surplus, (xi) the ability of VinFast to fund its capital requirements through additional debt and equity financing under commercially reasonable terms and the risk of shareholding dilution as a result of additional capital raising, if applicable, (xii) risks associated with being a new entrant in the EV industry, (xiii) the risks that VinFast’s brand, reputation, public credibility and consumer confidence in its business being harmed by negative publicity, (xiv) VinFast’s ability to successfully introduce and market new products and services, (xv) competition in the automotive industry, (xvi) VinFast’s ability to adequately control the costs associated with its operations, (xvii) the ability of VinFast to obtain components and raw materials according to schedule at acceptable prices, quality and volumes acceptable from its suppliers, (xviii) VinFast’s ability to maintain relationships with existing suppliers who are critical and necessary to the output and production of its vehicles and to create relationships with new suppliers, (xix) VinFast’s ability to establish manufacturing facilities outside of Vietnam and expand capacity within Vietnam timely and within budget, (xx) the risk that VinFast’s actual vehicle sales and revenue could differ materially from expected levels based on the number of reservations received, (xxi) the demand for, and consumers’ willingness to adopt EVs, (xxii) the availability and accessibility of EV charging stations or related infrastructure, (xxiii) the unavailability, reduction or elimination of government and economic incentives or government policies which are favorable for EV manufacturers and buyers, (xxiv) failure to maintain an effective system of internal control over financial reporting and to accurately and timely report VinFast’s financial condition, results of operations or cash flows, (xxv) battery packs failures in VinFast or its competitor’s EVs, (xxvi) failure of VinFast’s business partners to deliver their services, (xxvii) errors, bugs, vulnerabilities, design defects or other issues related to technology used or involved in VinFast’s EVs or operations, (xxviii) the risk that VinFast’s research and development efforts may not yield expected results, (xxix) risks associated with autonomous driving technologies, (xxx) product recalls that VinFast may be required to make, (xxxi) the ability of VinFast’s controlling shareholder to control and exert significant influence on VinFast, (xxxii) VinFast’s reliance on financial and other support from Vingroup and its affiliates and the close association between VinFast and Vingroup and its affiliates and (xxxiii) conflicts of interests with or any events impacting the reputations of Vingroup affiliates or unfavorable market conditions or adverse business operation of Vingroup and Vingroup’s affiliates. The foregoing list of factors is not exhaustive. Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of VinFast’s registration statement on Form F-4 filed by VinFast with the U.S. Securities and Exchange Commission (the “SEC”), Black Spade’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 10, 2023, and other documents filed by VinFast and/or Black Spade from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this ~~document~~Item ~~are qualified by these cautionary statements~~2.01 VinFast and Black Spade assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither VinFast nor Black Spade gives any assurance that either VinFast or Black Spade will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by ~~VinFast or Black Spade or any other person that the events or circumstances described in such statement are material~~reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note above is incorporated into this Item 3.01 by reference.

In connection with the consummation of the Business Combination, on August 14, 2023, VinFast notified Nasdaq that the Business Combination had been consummated and that the outstanding BSAQ Class A Ordinary Shares and BSAQ Class B Ordinary Shares and Public Warrants had been converted into VinFast Ordinary Shares and VinFast Warrants, respectively. Black Spade intends to file a Form 25 with the SEC on or about August 21, 2023 to delist BSAQ Class A Ordinary Shares, warrants and units from the NYSE American LLC (“NYSE American”), thereby commencing the process of delisting BSAQ securities from NYSE American and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Black Spade also intends to file a Form 15 with the SEC on or about August 31, 2023 to deregister the BSAQ securities under Section 12(g) of the Exchange Act and suspend Black Spade’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01 and Item 3.01 above and Item 5.01 below is incorporated into this Item 3.03 by reference.

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 above is incorporated into this Item 5.01 by reference.

As a result of the consummation of the Business Combination, a change in control of Black Spade occurred. Following the consummation of the Business Combination, Black Spade became a wholly owned subsidiary of VinFast, with the securityholders of Black Spade becoming securityholders of VinFast.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note above is incorporated into this Item 5.02 by reference.

Pursuant to the Business Combination Agreement, each of Black Spade’s officers and directors forthwith resigned and ceased to serve as an officer or director of Black Spade with effect upon the Effective Time. These resignations were not a result of any disagreement between Black Spade and its officers and directors on any matter relating to Black Spade’s operations, policies or practices.

Item 7.01

Regulation FD Disclosure

On August 14, 2023, Black Spade and VinFast issued a joint press release announcing the closing of the Business Combination. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1.

Additional Information and Where to Find It

This document relates to a proposed transaction between Black Spade and VinFast. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. In connection with the business combination, VinFast filed a registration statement on Form F-4 with the SEC (as may be amended from time to time, the “Registration Statement”) on June 15, 2023, which included a proxy statement of Black Spade and a prospectus of VinFast. The SEC declared the Registration Statement effective on July 28, 2023.

The Registration Statement, including the proxy statement/prospectus contained therein, contains important information about the business combination and the other matters voted upon at the meeting of Black Spade’s shareholders approving the business combination (and related matters). Black Spade also will file other documents regarding the proposed transaction with the SEC. This document does not contain all the information that should be considered concerning the proposed transactions and is not intended to form the basis of any investment decision or any other decision in respect of the transactions.

Investors and shareholders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Black Spade through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Black Spade may be obtained free of charge from Black Spade’s website at https://www.blackspadeacquisition.com/ or by written request to Black Spade at Black Spade Acquisition Co, Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central Hong Kong.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

Black Spade and VinFast and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Black Spade’s shareholders in connection with the proposed transaction. Information about Black Spade’s directors and executive officers and their ownership of Black Spade’s securities is set forth in Black Spade’s filings with the SEC, including Black Spade’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 10, 2023. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
99.1		Press Release, dated August 10, 2023
10.1*		Assignment, Assumption and Amendment Agreement, dated as of August 11, 2023, by and among Black Spade, VinFast and Continental.
99.2		Press Release, dated August 10, 2023
10.2*		Registration Rights Agreement, dated as of August 11, 2023, by and among VinFast, Sponsor and certain shareholders of VinFast.
99.1		Press Release, dated August 14, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

6* Certain of the appendices, annexes, exhibits and/or schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Black Spade agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 1114, 2023

BLACK SPADE ACQUISITION CO By: /s/ ~~Chi~~Nguyen ~~Wai~~Thi ~~Dennis~~Van ~~Tam~~Trinh Name: ~~Chi~~Nguyen ~~Wai~~Thi ~~Dennis~~Van ~~Tam~~Trinh Title: ~~Chairman and Co-Chief Executive Officer~~Director

~~[Signature Page to Form 8-K]~~ 6

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