According to the Complaint, VinFast Auto Ltd. describes itself as “an innovative, full-scale mobility platform focused primarily on designing and manufacturing premium EVs (“electric vehicles”), e-scooters, and ebuses. Founded and headquartered in Vietnam, the Company has since expanded its sales and operations into other markets, including Southeast Asia, North America, and Europe.

On May 12, 2023, VinFast announced that it had entered into a business combination with Black Spade, which purportedly "runs a global portfolio consisting of a wide spectrum of cross-border investments, and consistently seeks to add new investment projects and opportunities to its portfolio."

On June 15, 2023, VinFast filed a registration on Form F-4 with the SEC in connection with the Merger, which, after several amendments, was declared effective by the SEC on July 28, 2023. Also on July 28, 2023, the Company filed a joint prospectus and proxy statement on Form 424B3 with the SEC in connection with the Merger, which incorporated and formed part of the Registration Statement.

On August 14, 2023, the Company consummated the Merger whereby, among other things, Merger Sub merged with and into Black Spade, with Black Spade surviving the transaction as a wholly owned subsidiary of the Company. Prior to the Merger, the Company operated as a publicly traded special purpose acquisition company.

The Complaint alleges that the Offering Documents were negligently prepared and, as a result, contained untrue statements of material fact or omitted to state other facts necessary to make the statements made not misleading and were not prepared in accordance with the rules and regulations governing their preparation. Additionally, the Complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operations, and prospects; specifically, that the Offering Documents and Defendants made false and/or misleading statements and/or failed to disclose that: (i) VinFast lacked sufficient capital to execute its purported growth strategy; (ii) VinFast would be unable to meet its 2023 delivery targets; (iii) accordingly, VinFast had overstated the strength of its business model and operational capabilities, as well as its post-Merger business and/or financial prospects; and (iv) as a result, the Offering Documents and Defendants' public statements throughout the Class Period were materially false and/or misleading and failed to state information required to be stated therein.