Pomerantz LLP announces that a class action lawsuit has been filed against VinFast Auto Ltd. (“VinFast” or the “Company”) f/k/a Black Spade Acquisition Co., (“Black Spade”) (NASDAQ: VFS) and certain officers. The class action, filed in the United States District Court for the Eastern District of New York, and docketed under 24-cv-02750, is on behalf of a class consisting of all persons and entities other than Defendants that purchased or otherwise acquired VinFast securities: (a) pursuant and/or traceable to the Offering Documents (defined below) issued in connection with the merger (“Merger”) consummated on August 14, 2023 by and among the Company, Black Spade, and Nuevo Tech Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Merger Sub”); and/or (b) between August 15, 2023 and January 17 2024, both dates inclusive (the “Class Period”). Plaintiff pursues claims against the Defendants under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).
If you are a shareholder who purchased or otherwise acquired VinFast securities during the Class Period, you have until June 11, 2024 to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Danielle Peyton at newaction@pomlaw.com or 646-581-9980 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.
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VinFast describes itself as “an innovative, full-scale mobility platform focused primarily on designing and manufacturing premium EVs (“electric vehicles”), e-scooters, and e-buses.” Founded and headquartered in Vietnam, the Company has since expanded its sales and operations into other markets, including Southeast Asia, North America, and Europe. Prior to the Merger, the Company operated as a publicly traded special purpose acquisition company, or a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, other entity, or person.
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 statement (“Registration Statement”) 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 (the “Prospectus” and, together with the Registration Statement, the “Offering Documents”) 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.
On August 15, 2023, the Company’s ordinary shares and warrants began publicly trading on the Nasdaq Global Select Market (“NASDAQ”) under the ticker symbols “VFS” and “VFSWW,” respectively.
Leading up to and following the Merger, VinFast repeatedly represented that the Company was focused on “achieving operational efficiency and technological integration” and “continuously improv[ing] [its] processes to deliver world-class products.” Indeed, the Company touted that that it possessed such strengths as a “Comprehensive Mobility Ecosystem with Strategic Focus on High Growth Segments” and a “Demonstrated Speed to Market and Ability to Execute.” In particular, the Company indicated that it aimed to accomplish its long-term growth strategies by, in part, “continu[ing] growing [its] global footprint into areas where [it] expect[ed] high [electric vehicle (“EV”)] demand growth,” and stated that it expected “[d]eliveries of vehicles to be between 40,000 and 50,000 vehicles in FY2023.”
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, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and prospects. Specifically, 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.
On October 15, 2023, Bloomberg published an article entitled “VinFast to Expand Into Southeast Asia, Raise More Capital.” The article discussed the Company’s plans to aggressively move into Southeast Asian markets, starting with Indonesia, and revealed that, according to VinFast’s Chief Executive Officer Le Thi Thu Thuy, the Company would need to raise “a lot of capital” in order to fuel its global expansion plans and would “rely on [financial] support from parent company Vingroup JSC and its founder Pham Nhat Vuong in the next 18 months.”
On this news, VinFast’s ordinary share price fell $1.45 per share, or 18.17%, to close at $6.53 per share on October 16, 2023.
Then, on January 18, 2024, VinFast issued a press release announcing its Q4 2023 deliveries. The press release revealed that the Company delivered a total of 34,855 EVs in 2023, falling well short of its annual deliveries target of 40,000-50,000 units. In response, several market analysts commented on the Company’s disappointing announcement. For example, Barrons published an article entitled “Vietnamese Carmaker Vinfast Misses 2023 EVs Sales Target” which noted that VinFast was “hoping to compete with EV giants such as Tesla” and was “listed on the Nasdaq in August, hitting headlines around the world as its valuation skyrocketed and then crashed.”
On this news, VinFast’s ordinary share price fell $0.13 per share, or 2.25%, to close at $5.64 per share on January 18, 2024, representing a total decline of 84.78% from the Company’s first post-Merger closing stock price of $37.06 per share on August 15, 2023 (the “Initial Closing Price”).
As of the time this Complaint was filed, VinFast’s ordinary shares were trading significantly below their Initial Closing Price and continue to trade below their initial value from the Merger, damaging investors.
As a result of Defendants’ wrongful acts and omissions, and the precipitous decline in the market value of the Company’s securities, Plaintiff and other Class members have suffered significant losses and damages.
Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered billions of dollars in damages awards on behalf of class members. See www.pomlaw.com.
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