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ORGANIZATION AND NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2023

ORGANIZATION AND NATURE OF OPERATIONS

ORGANIZATION AND NATURE OF OPERATIONS

1.ORGANIZATION AND NATURE OF OPERATIONS

(a)The Corporate information

VinFast Auto Ltd. (formerly known as VinFast Auto Pte. Ltd.) (“VinFast Auto”, “VinFast” or “the Company”) is a company incorporated in Singapore. The principal activities of the Company and its subsidiaries (hereinafter collectively referred to as the “Group”) are to manufacture cars, motor vehicles, render leasing activities and related businesses.

The Company’s head office is located at 61 Robinson Road #06-01 (Suite 608), 61 Robinson, Singapore 068893. Head office of VinFast Trading and Production JSC (“VinFast Vietnam”), a subsidiary of the Company, is located at Dinh Vu — Cat Hai Economic Zone, Cat Hai Island, Cat Hai town, Cat Hai district, Hai Phong city, Vietnam.

The Group consists of the following entities as of the reporting dates:

As of December 31, 2022

As of December 31, 2023

Voting

Equity

Voting

Equity

Registered office’s

No.

Name

Short name

right (%)

interest (%)

right (%)

interest (%)

address

Principal activities

1

VinFast Auto Ltd.

VinFast Auto

—

—

—

—

61 Robinson Road #06-01

Investment holding

(Suite 608), 61 Robinson,

Singapore 068893

2

VinFast Trading and Production JSC

VinFast Vietnam

99.9

99.9

99.9

99.9

Dinh Vu – Cat Hai

Manufacturing cars,

Economic Zone, Cat Hai

motor vehicles, render

Island, Cat Hai Town, cat

leasing activities and

Hai District, Hai

related businesses

Phong City, Vietnam

3

VinFast Commercial and Services Trading LLC

VinFast Trading

99.5

99.4

99.5

98.7

No. 7, Bang Lang 1

Vehicles retail and

Street, Vinhomes

distribution

Riverside Eco-Urban

Area, Viet Hung Ward,

Long Bien District,

Hanoi, Vietnam

4

VinFast Germany GmbH

VinFast Germany

100.0

99.9

100.0

99.9

Kornmarktarkaden,

Trading, importing and

Bethmannstraße

exporting equipment,

8/Berliner Straße 51 –

components and spare

60311 Frankfurtam

parts for automobiles,

Main, Germany

e-scooters and related goods

5

VinFast Engineering Australia Pty Ltd

VinFast Australia

100.0

99.9

100.0

99.9

234 Balaclava Road,

Automobile designing,

Caulfield North, VIC

collaborating in

3161, Australia

technological research,

importing and distributing goods

6

Vingroup Investment

Vingroup Investment

99.3

99.2

99.3

99.2

No. 7, Bang Lang 1

Consultancy and

Vietnam JSC

Street, Vinhomes

investment activities

Riverside Eco-Urban

Area, Viet Hung Ward,

Long Bien District, Hanoi,

Vietnam

7

Vingroup USA, LLC

Vingroup USA

100.0

99.2

100.0

100.0

333 W. San Carlos St.,

Importing and

Suite 600, San Jose,

distributing electronic and

CA 95110, USA

telecommunication

equipment

8

VinFast USA Distribution, LLC

VinFast USA Distribution

100.0

99.2

100.0

100.0

12777 West Jefferson Blvd,

Distribution of automotive

Suite A-101, Los Angeles,

vehicles

CA 90066, USA

1.ORGANIZATION AND NATURE OF OPERATIONS (continued)

As of December 31, 2022

As of December 31, 2023

Voting

Equity

Voting

Equity

Registered office’s

No.

Name

Short name

right (%)

interest (%)

right (%)

interest (%)

address

Principal activities

9

VinFast Auto, LLC

VinFast Auto, LLC

100.0

99.2

100.0

100.0

790 N. San Mateo Drive,

Distribution of automotive

San Mateo, CA 94401,

vehicles

USA

10

VinFast Auto Canada Inc.

VinFast Auto Canada

100.0

99.2

100.0

99.2

Suite 2600, Three

Distribution of automotive

Bentall Centre 595

vehicles

Burrard Street, P.O. Box

49314, Vancouver Bc

V7X 1L3, Canada

11

VinFast France

VinFast France

100.0

99.2

100.0

99.2

72 rue du Faubourg Saint

Distribution of automotive

Honoré, Paris, 75008

vehicles

France

12

VinFast Netherlands B.V

VinFast Netherlands

100.0

99.2

100.0

99.2

Vijzelstraat 68, 1017HL

Distribution of automotive

Amsterdam, Netherlands

vehicles

13

VinFast OEM US Holding,

VinFast OEM

100.0

100.0

—

—

850 New Burton Road,

Investment holding, research

Inc.(*)

Suite 201, Dover, Delaware

and development of market.

19904, Kent County, USA

14

VinFast Manufacturing US, LLC

VinFast Manufacturing

100.0

100.0

100.0

100.0

160 Mine Lake Court,

Vehicles manufacturing.

Ste 200, Raleigh, North

Carolina 27615, USA

15

PT VinFast Automobile Indonnesia

VinFast Indo

—

—

99.9

99.9

Axa Tower, 45^th Floor,

Distribution of automotive

JL. Prof. Dr. Satrio Kav

vehicles

18., Karet Kuningan

Village/ Subdistrict,

District. Setiabudi City Adm.

Jakarta South, DKI Jakarta

Province.

16

VinFast Auto (Thailand) Co., Ltd.

VinFast Thailand

—

—

99.9

99.9

Bangkok, Thailand

Distribution of automotive

vehicles

17

VinFast India Ltd. (Formerly

VinFast India

—

—

99.9

99.9

Flat No.164, Ground Floor,

Vehicles manufacturing and

known as Varchaunam

Suryodaya Apartment,

related businesses.

Consultancy Private Limited)

Pocket-8, Sector 12,

Dwarka, New Delhi-110078,

India

18

VinFast UK Ltd.

VinFast UK

—

—

100.0

100.0

21 Holborn Viaduct,

Distribution of automotive

London, United Kingdom,

vehicles

EC1A 2DY

19

VinFast Middle East Ltd.

VinFast Middle East

—

—

100.0

100.0

Jebel Ali Free Zone,

Distribution of automotive

Dubai, UAE

vehicles

20

SpecCo Ltd^(**)

SpecCo

—

—

100.0

100.0

Appleby Global Services

Merging and acquisition

(Cayman) Limited, 71

activities

Fort Street, PO Box 500,

Grand Cayman, Cayman

Islands, KY1-1106

(*) VinFast OEM was merged into Vingroup USA, a subsidiary of the Company, in November 2023.

(**) SpecCo Ltd. is is process of dissolution as of the date of this report.

1.ORGANIZATION AND NATURE OF OPERATIONS (continued)

(b)The Business Combination Agreement

On May 12, 2023, the Company entered into a Business Combination Agreement with Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of Cayman Islands (“Black Spade”) and Nuevo Tech Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands and a direct wholly-owned subsidiary of VinFast Auto (“Merger Sub”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, Merger Sub merged with and into Black Spade (“Merger”), with Black Spade as the surviving entity and renamed as SpecCo Ltd. and a wholly-owned subsidiary of VinFast after the Merger.

In connection with and prior to, the Business Combination Agreement, (i) on July 31, 2023, VinFast converted from a Singapore private limited company operating under the name “VinFast Auto Pte. Ltd.” into a Singapore public limited company under the name “VinFast Auto Ltd.”; and (ii) VinFast effected a share consolidation such that the number of issued and outstanding ordinary share in the capital of VinFast was reduced from 2,412,852,458 to 2,299,999,998 ordinary shares.

Pursuant to the terms of the Business Combination Agreement, among other things, the following transactions occurred: (i) on August 11, 2023, Merger Sub merged with and into Black Spade, with Black Spade surviving the merger as a wholly-owned subsidiary of the Company, (ii) on August 14, 2023, each issued and outstanding Class B Ordinary Share of Black Spade (“BSAQ Class B Ordinary Shares”), par value $0.0001 per share and each issued and outstanding Class A ordinary share of Black Spade, par value $0.0001 per share (other than BSAQ Class A ordinary shares that were treasury shares, validly redeemed shares, or BSAQ dissenting shares) were converted into one VinFast Ordinary Share; and (iii) VinFast, Black Spade and Continental Stock Transfer & Trust Company (“Continental”) entered into an assignment, assumption, amendment agreement (the “Warrant Assumption Agreement”) dated as of August 11, 2023, and on August 14, 2023, each issued and outstanding warrant of Black Spade sold to the public and 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 were exchanged for a corresponding warrant exercisable for VinFast ordinary shares.

1.ORGANIZATION AND NATURE OF OPERATIONS (continued)

On August 14, 2023, the Company announced the completion of the previously announced business combination with Black Spade Acquisition Co, a Cayman Islands exempted company (“Black Spade” or “BSAQ”), pursuant to the business combination agreement, dated as of May 12, 2023, by and among the Company, Black Spade and Merger Sub (the “Original Business Combination Agreement”) as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023 (the “First Amendment to Business Combination Agreement” and, together with the Original Business Combination Agreement, the “Business Combination Agreement”).

Pursuant to the terms of the Sponsor Support and Lock-Up Agreement and Deed, dated as of May 12, 2023, as amended by the First Amendment to Sponsor Support and Lock-Up Agreement, dated as of June 14, 2023, by and among the Company, the Sponsor and certain initial shareholders of Black Spade and the backstop subscription agreement, dated as of August 10, 2023, by and among the Company, Sponsor and Lucky Life Limited (the “Backstop Subscriber”), on August 14, 2023, VinFast issued to the Backstop Subscriber 1,636,797 ordinary shares for $10.00 per share for an aggregate purchase price of $16.4 million (the “Backstop Subscription”).

As a result of the foregoing transactions, there were 2,307,170,695 ordinary shares and 14,829,989 warrants outstanding as of August 14, 2023.

On August 15, 2023, VinFast’s ordinary shares and warrants commenced trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols, “VFS” and “VFSWW,” respectively.

After that, the Merger Sub is in progress of dissolution as of the date of this report.

(c)Standby Equity Subscription Agreement

On October 20, 2023, the Company entered into a Standby Equity Subscription Agreement (the “Yorkville Subscription Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”), pursuant to which, the Company has the right, but not the obligation, to issue to Yorkville, and Yorkville has the obligation to subscribe for, ordinary shares for an aggregate subscription amount of up to $1.0 billion, at any time from the date of the Yorkville Subscription Agreement until November 1, 2026, unless earlier terminated pursuant to the Yorkville Subscription Agreement, subject to certain conditions.

Each ordinary share to be issued to Yorkville from time to time under the Yorkville Subscription Agreement will be issued at 97.5% of the Market Price, as defined in the Yorkville Subscription Agreement. “Market Price” is defined as the lowest of the daily volume weighted average prices (“VWAP”) during the three consecutive trading days commencing on the advance notice date, other than the daily VWAP on any day excluded pursuant to the terms of the Yorkville Subscription Agreement. The Company shall, in its sole discretion, select the number of shares to be issue each time (“Advance Shares”), not to exceed an amount equal to one hundred percent of the average of the daily traded volume of the Company’s ordinary shares during the five trading days prior to the Company requesting an advance. The Yorkville Subscription Agreement does not obligate Yorkville to subscribe for or acquire any ordinary shares under the Yorkville Subscription Agreement if those ordinary shares, when aggregated with all other ordinary shares acquired by Yorkville under the Yorkville Subscription Agreement, would result in Yorkville beneficially owning more than 4.99% of the then outstanding ordinary shares.

The Company accounts for the Yorkville Subscription Agreement as an equity-classified instrument as such financial instrument does not meet the criteria for liability classification under ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. As of December 31, 2023, the Company has issued 4,726,669 shares to Yorkville pursuant to this arrangement.

1.ORGANIZATION AND NATURE OF OPERATIONS (continued)

Commitment Fee Shares

In connection with the Yorkville Subscription Agreement, the Company has also issued Yorkville 800,000 of the Company’s ordinary shares as a commitment fee. The Company determined the value of the shares issued at a price equal to the average of the daily VWAPs during the three trading days immediately prior to the contract date, which was recorded as long-term prepayments and allocated to additional paid-in capital within the commitment period of the Yorkville Subscription Agreement.

(d)Going concern basis of accounting

The Group has prepared the consolidated financial statements on a going concern basis, which assumes the Group will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in normal course of operations as they come due.

The Group has been incurring losses from operations since inception. The Group incurred net losses of VND57,471.7 billion (USD2,408.1 million) for the year ended December 31, 2023 and accumulated losses of VND 184,588.1 billion (USD7,734.4 million) as of this same date. Additionally, the Group is also in a net current liability position of VND 89,754.1 billion (USD3,760.8 million) as of December 31, 2023.

As of December 31, 2023, the Group’s consolidated balance of cash and cash equivalents was VND4,002.3 billion (USD167.7 million) (as of December 31, 2022: VND4,271.4 billion). The Group has prepared its business plan covering the next twelve months from the issuance date of the consolidated financial statements which considers the increase in revenue and operational efficiency optimization to improve operating cash flows, the use of and the consummation of external financing projects. Furthermore, the Group also has the ability to adjust the timing of certain expenditure, if necessary. The Group is dependent on the financial support from Vingroup JSC, who will undertake necessary procedures to facilitate such support, which shall be legally valid for the period of 12 months from the issuance date of the consolidated financial statements.

As a result, the Group expects to be able to continue its operations and pay its liabilities in the normal course of business in the next 12 months from the issuance date of the consolidated financial statements. On this basis, the management of the Group has prepared the consolidated financial statements for the year ended 31 December 2023 using going concern basis.