Black Spade Sponsor LLC - 14 Aug 2023 Form 4 Insider Report for Black Spade Acquisition Co

Footnote F1

The reporting person disposed of all Class B ordinary shares upon the consummation of the Issuer's initial business combination on August 14, 2023 (the "Initial Business Combination"), which were automatically exchanged into corresponding ordinary shares of VinFast Auto Ltd ("VinFast").

Footnote F2

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share. As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-257517) filed with the Securities and Exchange Commission on July 12, 2021 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by Black Spade Sponsor LLC (the "Sponsor") or its permitted transferees, (i) will not be redeemable by the Issuer except when under certain circumstances as described in the Registration Statement,

Footnote F3

(cont.) (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

Footnote F4

(cont.) In addition, the Sponsor has made a commitment under a support and lock-up agreement and deed (the "Sponsor Support Agreement") entered into among the Issuer, Vinfast, the Sponsor and certain other holders of Class B ordinary shares, dated May 12, 2023, that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) to subscribe for and acquire, VinFast ordinary shares at a purchase price of $10 per share in an amount up to (i) $30,000,000 minus (ii) the funds contained in the Issuer's trust account that holds the proceeds from the IPO (after giving effect to the Issuer's shareholder redemption).

Footnote F5

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share. As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-257517) filed with the Securities and Exchange Commission on July 12, 2021 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by Black Spade Sponsor LLC (the "Sponsor") or its permitted transferees, (i) will not be redeemable by the Issuer except when under certain circumstances as described in the Registration Statement, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants),

Footnote F6

(cont.) subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. In addition, the Sponsor has made a commitment under a support and lock-up agreement and deed (the "Sponsor Support Agreement") entered into among the Issuer, Vinfast, the Sponsor and certain other holders of Class B ordinary shares, dated May 12, 2023, that it will subscribe for and acquire, and/or procure that its designated person (reasonably acceptable to VinFast) to subscribe for and acquire, VinFast ordinary shares at a purchase price of $10 per share in an amount up to (i) $30,000,000 minus (ii) the funds contained in the Issuer's trust account that holds the proceeds from the IPO (after giving effect to the Issuer's shareholder redemption).

Footnote F7

The reporting person disposed of all Private Placement Warrants upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged into corresponding warrants exercisable for ordinary shares of VinFast.

Footnote F8

The reporting person is the record holder of the ordinary shares reported herein. There are three managers of the reporting person. Each manager has one vote, and the approval of two of the three managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting person, even those in which he directly holds a pecuniary interest. Accordingly, none of them are deemed to have or share beneficial ownership of the reported securities.